Lilly
by OzzyWilde
Summary: The hardest thing to do in a world destroyed by monsters is staying a human being. A Woodbury fic. Rated M for violence, child abuse, sexuality, language and the other things you normally see on the show.
1. Chapter 1 Lucky Day

Disclaimer: I don't any of the walking dead

This is based around a secondary character in both the Walking Dead video game and the comics, and how she got from her first group to Woodbury. It's rated M because while I'm basing it after the show I love the writing style of the comics which gets a lot more mind-fucky at times. Enjoy :)

* * *

"_Listen, don't be afraid. This world is going to change you and you can't be afraid"_

"_Of Walkers?"_

"_No don't be afraid to care about people. It seems easy now but the longer you live the harder it gets. It's always been that way but it's harder now that everything is… like this. Someday you may even have to hurt the people you care most about. You may want to stop caring because it hurts too much to love people, but don't. Don't stop caring about the people you love even when it hurts."_

Those were the last words Lilly said to Clementine before everything went to hell. Before her dad, before she lost it with Carly. Before she was left for dead on the side of the road, and before a lot of other things she'd have to deal with happened.

Lilly tried scaling the tree trunk in front of her. She wrapped the belt around it and began hoisting herself but it wasn't long before her strength gave way and she fell back to the ground. This wasn't good. Night was coming fast and if she didn't get up in the tree she might pass out down here with no defense against any walkers that showed up. A few weeks prior this would have been easy, but she'd gone days without food and barely any water.

The former Airforce soldier could fight, lead, and handle herself and a gun well enough. She still was an awful game hunter even with ammo, not that she had any now. There was no point wasting a bullet on a squirrel when the shot would bring every walker within ten miles straight to her. She'd become so emaciated that she could see the joints of her elbows and knees; the skin hanging and puckering slightly. If she didn't eat or get water soon she'd be done for, but she couldn't think of that now.

She lay on the ground hearing her father's voice in her head.

"_Lilly what the hell are you doing? You're going to let a tree kick your ass?"_

"Dad I can't do it." She wheezed. "I'm too weak."

"_No daughter of mine is too weak for anything now get the fuck up!"_

Lilly groaned as she got to her feet. She wrapped the belt around the trunk again and was about to haul herself up when she heard a familiar sound behind her.

A walker stood behind her. It was missing an eye and half of its face, but that didn't stop it from lunging at her ready to tear her apart.

"Shit!" she hissed jumping out of the way. She pulled out the machete she had strapped to her calf and buried it in the walker's head. As the walker fell backwards it took Lilly with it. She stood up and it took a few tugs to get her machete back. She leaned back on the tree dizzy and panting. She holstered the blade before leering at the tree.

"Ok, that's it. Enough screwing around." She wrapped the belt around the trunk, pressing her body against it pulling herself up twice as fast as before.

"_Now that's more like it."_

Lilly cursed as she slipped scrapping her hands against the bark. Finally she made it to a branch. It wasn't the highest or the safest, but it would do. It was out of the reach of any walkers and (for the time being anyway) was strong enough to hold her. She wrapped the belt around herself and the tree trunk as tight as she could so she didn't fall while she was asleep. She examined the scratches on her hands. Not life threatening but now even a cold could be deadly if it wasn't treated in time. She rubbed some Neosporin from her pack on the cuts, the bandages were too precious to use. She leaned her head back against the trunk exhausted.

"_That's my girl…"_

"Night Dad."

* * *

Lilly started awake as she heard the unearthly sound of walkers beneath her. She looked down and stifled a gasp as not one, not two, but four walkers circled and bobbed around the tree trunk below.

How did they know she was there? She wasn't sure if they did, in fact she was certain they didn't they just seemed to be huddled around the tree. Then she noticed two of them occasionally licking or shoving their faces into the trunk. Lilly looked at her hands; the scratches there must have left blood on the bark when she climbed up.

She hit the back of her head softly against the trunk. _"Of all the stupid…" _ She thought to herself. Maybe they'd realize there was nothing there and wander off… maybe.

Suddenly there was a gun shot and one of the walkers fell to the ground. The others turned to the direction of the shot hissing and groaning. There was another shot and another walker went down.

"Dammit Merle leave some of them alive" said a voice coming from the direction of the gunshots.

"Alive?"

"Oh fuck, you know what I mean. The Governor wants moving biters."

The walkers began lumbering toward were the two men's voices were coming from. Lilly didn't want to waste any time. Walkers were bad enough, armed men were another story. She quickly undid the belt and pulled her feet up on the limb. She looked down. She was nearly 12 feet off the ground. At best they'd see her if she jumped now, at worst they'd see her and she'd break something. Her concentration was broken by another gunshot.

"There see? I left one alive just for you."

"yeah whatever, let's just get it and go."

"Wait a minute."

There was a long pause and neither man spoke. Lilly held her breath as she pulled out her machete. Her free hand gripped the branch she was perched on, which was surrounded by foliage. Fortunately it meant no walkers had seen her, unfortunately it meant she couldn't see the men with the guns.

Lilly jumped nearly losing her grip when she heard the voice behind her. "Well what have we here?" Lilly looked down behind her at a man in his forties with greyish hair, and god help her, a knife for a hand! Facing off four walkers didn't seem as bad as it had a few moments ago.

"Hey Jose, com'ere I found you a piñata." The man said with a grin.

"It's not Jose, it's Caeser, and to you it's Martinez you stupid redneck son of a…" The other man, well-built and good looking, slowly made his way over with one of the walkers on what looked like a shelf grabber. He looked up at Lilly and nodded looking at the one with the knife hand. "Biter?"

"I don't know let's ask." Knife-hand turned to Lilly and yelled "Hey cutie pie you a walker?"

Whether from her tanking blood sugar or sheer panic Lilly was trembling all over. She swallowed hard but didn't answer.

"Aw naw. That's not a walker, not a piñata either. Just some poor scared lil pussy stuck in a tree." He said with a grin that send a chill down Lilly's spin.

"Should we help her down? she looks like she's stuck" Martinez asked him.

"Well only one way I know of getting a cat down from a tree." The man aimed his gun at Lilly.

Lilly jumped but this time she _did_ lose her grip and went flying down backwards and slamming onto the ground below.

The man strolled over and looked down at her.

"Man what the fuck is wrong with you?" Martinez shuffled over, the walker still in tow.

"What? Got'er down didn't I?"

Lilly groaned in pain. She could feel a shooting pain around her chest. Her eye lids fluttered and the world started to grow dim as the man knelt down beside her.

"Congratulations pussy cat." He said pulling off a bandana tied around his arm and tying it around her eyes.

"This is your lucky day" was the last thing Lilly heard before she lost consciousness


	2. Chapter 2 Bad Bad World part 1

Lilly watched as the RV shrank into the road as it drove away. It hadn't registered what had happened. She'd just taken a life. It wasn't as though that was so impressive these days, but gunning someone down because they talked back...

Lilly heard the sound of shuffling feet behind her. She spun around and saw the walker near the road walking towards her. It lifted its head and looked at her then it opened a gaping rotting mouth and let out a gurgling moan. The existential crisis could wait; she had an existing crisis to take care of first. Her eyes quickly scanned the area for a stick, a rock, anything that could be used as a weapon. Nothing; they'd left her out here with fucking nothing! Another walker emerged from the trees on her right noticing her instantly. Lilly bolted across the road and into the forest.

"_Nothing!" _ She thought angrily as she ran. After everything she'd done to keep everyone alive. Teaching them how to shoot, going without food so others could eat, and what did she have to show for it. Her father was killed and the group sided with the man who did it. They left her out here without food, water, a gun, she had nothing. They didn't even leave her a knife to defend herself, or at least kill herself in a way that didn't involve being mauled to death by biters. You wouldn't let animals die like this.

"_Yeah… and I'M the bad guy." _ She thought bitterly as she ran tears streaming down her face. Two more walkers had appeared. One of them was gaining pretty fast. She knew she couldn't keep this up forever and there was nowhere for her to run really. She was fours yards ahead of the walker. She scanned the area again for anything that could be a weapon. She saw a small dead branch on the tree beside her. She grabbed at it and after a few hard tugs it broke off in her hand. The walker was just about on top of her when she stabbed it in the eye with the sharp end of the branch.

It fell to ground giving her a moment of satisfaction, but also giving the other walkers time to close the gap. The second walker reached out for her. She lifted her arms to cover her face when she heard a gunshot. When she looked again the walker was on the ground. Another gunshot rang out. And the third walker dropped to the ground, shot to the head.

Lilly turned and saw a heavy set man with a beard and trucker hat holding a gun pointed in her direction.

"Get out of the way!" The man screamed.

Lilly didn't take the time to think. She didn't need to. She dove out of the way as the fourth walker lunged after her then went flying backwards when the bullet hit it. Lilly looked at it letting the knowledge that she was alive sink in.

The man huffed and puffed as he ran up to her. "Hey!" He said pointing his rifle at her.

Lilly wiped her face and looked up at him.

"You bit?" Lilly could see he was very willing to kill her. "Answer me!"

"No!" She screamed back despite herself.

"Did it scratch you? Anything?"

Lilly warily climbed to her feet. "No." She said more calmly holding her hands up.

"Alright then come on. Those shots will bring more of them. "

Lilly ran after him until they came to a well boarded cabin. The man opened the door and nodded inside. Lilly walked into the living room of the cabin. The cabin looked like a taxidermy shop. There were pelts and furs everywhere. There were fishing poles in the corner even though there wasn't a lake around for miles. There were also a few bow and arrow sets, hunting knives, deer heads on the wall, a fireplace. The whole place seemed apt in a strange way for the end of the world.

"You're lucky." The man said barricading the door. "I forgot to check the traps or I wouldn't have been out after dark." He took off a large bag that had been strapped to his back and set it on a table made out of deer antlers. "What the hell were doing out there by yourself anyhow?"

"I was left behind by my group." Lilly said softly.

The man was silent while he looked at her. "Sorry to hear that." He said putting the rest of his things away, but still holding onto the rifle. "No chance they'll come back looking for you huh?"

Lilly looked down. "No."

The man was silent again contemplating this. "Well you can stay here."

Lilly drew in a breath. "Thank you."

"Make yourself comfortable. You can take your jacket off if you like."

Lilly sighed and tried to calm down. She looked up at a picture of the man clean shaven and holding up a large fish. "My name's Lilly by the way."

"Pleasure to meet you Lilly, I'm Ralph."

"Are you out here on your own Ralph?" She said as she glanced at him.

"Yep, was out here on vacation when the world went to shit." He said with a broad smile.

Lilly nodded impressed. "Seems you've been doing pretty well for yourself."

"All things considered."

Lilly took off her jacket and set it on the sofa taking in another scan of the room.

"Does get lonely out here though."

Lilly's eyes ticked back to Ralph who was busy eyeing her making her regret taking off her jacket. She noticed that he was still holding the rifle.

Slowly Ralph's eyes made their way back to Lilly's face. "You know, if you're going to stay here you'll have to earn you're keep."

There was something in the way he said that that Lily didn't like. "I can pull my own weight." Her eyes were now locked on him.

He took a few steps toward her putting her on edge. "I saved your life I think thanks are in order."

"I already thanked you." She said coldly.

His stare was icy as he looked at her. He cocked the rifle but didn't point it at her. "Take your clothes off" He said in a low voice slowly pointing the gun at her. "now."

* * *

Lilly groggily opened her eyes. She was lying in a hospital bed with an IV in her arm. Her head was pounding. She looked at her surroundings as she tried to make sense of where she was. The room wasn't sterile, but it was clean. She ran her hands over her body. She was in a hospital gown with bandages around her chest, which was also hurting like hell. More importantly her clothes, supplies, and weapons were gone. Before she had time to analyze the situation further an older woman with beehive hair walked in. Before the woman could so much as open her mouth Lilly had jumped out of the bed and wrapped the IV tube around the woman's throat.

"Where am I?" Lilly growled at her.

"Woodbury" The woman rasped clawing at her throat. "Please…"

"Where are my supplies?" Lily coughed and a glob of blood came out. Her midsection felt like it was on fire.

"Ribs… broken… please don't-" The woman rasped again.

"Where are my fucking supplies?" before the woman could answer there was a knock on the door. Lilly stepped behind the woman covering her mouth and pulling her back behind the door.

There was another knock before the door opened. It only opened enough for whoever's head to get through as Lilly slammed her full weight against it. Whoever it was began to fall to the ground as Lilly slammed the door again hard against their head knocking them out cold. She pushed the woman out of the way and opened the door.

The person she had knocked out was a tall man with a slim build. She rolled him over and could see he was older about his forties she guessed.

"Oh my lord." The woman said bringing a hand to her mouth.

Lilly looked over his body and found he was wearing a holster with a gun. She yanked it out and pointed it at the woman. "My things! Where are they?!"

"You…" The woman said looking down at the man on the ground. "Do you know what you-"

Lilly cocked the gun. "I'm not asking again."

The man on the floor groaned. His ear was bleeding from the door.

Lilly instinctively pointed the gun at him then swung it back to point at the woman. "Shit." She eyed the closet door behind the woman who was now looking at her in fear holding her hands up. She really didn't want to have to waste ammo shooting her way out of this, or kill anyone she didn't need to for that matter. "Closet! Now!" The woman jumped and fumbled to reach behind her, open the closet door and get inside. Lilly ran over and barricaded the door with a chair. She pointed the gun back at the man on the ground as she stepped over him then made her way down the hall. When she got to the end she leaned on the wall breathing heavily.

She didn't see any sign of the guy with the knife for a hand and what's-his-name. She peered out the window disturbed by the fact that it wasn't barred or reinforced. Outside she saw what she thought were walkers moving around on the street. She tried to get a better look when she heard another groan come from down the hall. The man she'd knocked out was coming to and she had to move. She ran down an adjoining hall to what she hoped was at least an alley. It was yard out in the open, but she couldn't turn back now. She sprinted across the lawn and behind another building until she came to a large wall. She looked up at it and felt a wave of nausea hit her. Not only was her chest and head screaming in pain she could feel herself getting dizzy and lightheaded.

Quickly walking along the wall for some way around she stopped dead in her tracks when she saw two people she knew sitting on the wall.

"Hey pussy cat's awake." Knifehand said looking down at her, only now there was just a metal stump where a hand should be.

"Yeah and she'd armed." Said the good looking one jumping down off the wall his semiautomatic aimed at her.

Knifehand hopped down as well pulling out a handgun and pointing it at her. "How the hell did she get a gun?" Knifehand whispered to the other man not taking his eyes off Lilly as the two slow advanced toward.

Lilly instantly pointed the gun at them backing away. She jerked her head around to see where she was walking towards. She had only meant to look back for a second before keeping an eye on the two men with guns aimed at her ready to shoot. When she saw what was behind her though, her arm dropped and she stared her mouth open slightly in disbelief.

The street she was on was full of people. Not dead lurking people, not unwashed wild looking survivors, just people. There was a middle aged man walking a dog, two old ladies in sunhats fiddling around in a garden in the center of the street. A young woman with a small boy shooed him behind her. All of these people stopped and stared at Lilly with uneasiness and curiosity. They looked at her like she was a deer, or some other wild animal that had wondered into town. Lilly felt another wave of dizziness this time it felt like delirium. She swayed slightly before she spun back around lifting the gun again. The rapid movement cost her and there was a piercing pain in her side. She dry heaved still not taking her eyes or the gun off the men.

"What is this?" she said her voice low and threatening.


	3. Chapter 3 Bad Bad World part 2

Lilly felt hot tears threatening the back of her eyes, but she couldn't let this situation get the better of her. She slowly pulled off her tank top and unhooked her bra. Ralph's eyes leered at her following her hands making her feel the vomit rise in the back of her throat.

Her hands hesitated before unbuckling her paints and removing her panties. She knelt down never taking her eyes off the gun and pulled her pants and underwear over her boots.

Ralph stared down at her with a glazed over look on her face like a hungry animal. "Come here."

She wanted to cry and beg him not to do this, but she didn't. She thought back to basic when she had broken down, because she was without her family, because she didn't have any friends, and because she was torturing her body with no encouragement or hope. Her supervisor in one of the only moments of encouragement she'd ever had in her life knelt down beside her.

"_There is no situation that you are not in control of." _

It had sounded like self-help bullshit at the time, but it had been a phrase that had gotten her through a lot. A more appropriate version would have been. _"You can work every bad situation to your advantage somehow." _

Lilly slowly walked toward Ralph with her hands in the air. When she was inches from his face she smiled as best she could.

His eyes widened as she leaned forward and kissed him. His hand holding the gun dropped and she slowly rested her hands on his shoulders.

She felt sickening spasm throughout her body as he placed his callused free hand on the small of her back. She slowly broke away from the kiss then head-butted him in the nose and grabbed for the hand with the gun.

He yelled and fell backwards. She lunged on him yanking at the riffle he still held tight in the one hand. He swung it around and split her upper lip with the butt of the rifle. She cried out as he kicked her hard with his boot in her crotch. In an instant he was on top of her with the barrel of the riffle at her throat. She struggled to push it back to keep it from crushing her windpipe.

"You fucking bitch!" he hissed down at her his eyes white rimmed, blood pouring from his nose.

She yelled partially from his full weight being pressed down on her, but mainly out of sheer panic. In the instant where the barrel could have crushed her throat she dug her thumbs full force into his eye sockets.

Ralph screamed and flew backwards gripping at his eyes. Lilly kicked his legs off her then grabbed the riffle and pointed it at him, her hands shaking. Her breath was heavy as she hissed it out through her clinched jaw.

Ralph crawled along the floor still howling in pain. Lilly kept the gun pointed at him, then remembered the walkers, the noise the riffle would make, being out in the middle nowhere, with nothing but a shack for protection. Her eyes darted around until they came to a machete mounted on the wall. She ran over to the wall set the riffle aside and took down the machete. She walked back over to Ralph who wasn't screaming anymore, but was just whimpering on the floor.

Lilly held up the machete over his head tears streaming down her face.

"Please…" Ralph said in a soft pathetic voice. "Please don't kill me."

Lilly's jaw tightened and she swallowed hard. Images of Carly's head jutting backwards, her father's skull crushed in an instant came rushing back. She took a deep breath.

"I'm sorry." She said bringing the machete down and hacking into the man's head. The blood splattered everywhere until there was nothing but a smear of red where his head used to be. Lilly fell backwards sitting on the floor. The machete dropped out of her hand beside her. She hiccupped a few sobs before crying openly her body covered in blood.

* * *

"Lower your weapons." Said a voice to her right. She instinctively jerked the gun in the direction it was coming from.

A tall slender man wearing a vest that she now recognized as the one she clocked earlier slowly made his way toward her. He held one hand up the other cupping the side of his head.

"Gov., I do not think that is a very hot idea." Said knifehand to the tall man, his handgun still pointed at Lilly.

"We're not having a gun battle on Main Street." The tall man said back his eyes still locked on Lilly.

Lilly was starting to hyperventilate. The people behind her, the men with the guns in front of her it was beginning to be too much. "What the hell is all this?!" She demanded the gun still aimed at the tall man.

"Listen to me." He paused and his eye fluttered. Lilly assumed from the blow to the head. "Whatever you've been through… it's over now." He was still slowly advancing on her.

He glanced over at the two men. "I said lower your weapons!" Reluctantly the two men complied, and he turned his attention back to Lilly. He held both hands up now and it seemed that somehow he had managed to close the distance between them until he was less than two feet away from her.

"It's okay." His hand drifted toward her hand that was pointing the gun at him. His eyes still never left hers. "You're safe here." His fingers were less than an inch away from the gun before he paused as he looked at her. He raised his eyebrows asking for permission, and then he gently lowered her arm and removed the gun from her hand.

Lilly looked up at him, her eyes sullen, her body struggling to stay conscious. The man smiled down warmly at her. "Welcome to Woodbury."

That was it. Adrenaline, panic, sheer will, whatever had been keeping Lilly on her feet until that point was gone. Her legs buckled a bit before giving out and she collapsed.


	4. Chapter 4 Welcome Home

Disclaimer: I don't own anything of the walking dead video games comics or tv show.

I admit it's been awhile coming but everyone's favorite super villain is finally being properly introduced. Thanks everyone for reading this far.

* * *

Lilly awoke in the same hospital bed with a throbbing headache… again. She didn't like this pattern. Sitting next to her was the same woman she'd attacked writing something on a clipboard. Lilly felt a small pang when she saw the welts she'd left on the woman's neck.

The woman reached for the IV in her arm when she noticed Lilly was awake. Her eyes widened and she froze. The woman's eyes ticked back and forth from Lilly's face to the restraints holding Lilly to the bed. When Lilly made no effort to move the woman got up and went to the door. She whispered something to an armed man standing beside it then left.

The man walked over and sat down beside Lilly. To her surprise it was the looker who had been pointing the gun at her from before. The man smiled holding the semiautomatic looking her over. He wasn't ogling her so much as sizing her up.

"Gotta tell ya Chica, when we found you the other day I never thought you'd be such a big pain in the ass." He had a slight Spanish, probably learned Spanish a minute or two before English.

"Thanks." Lilly said emotionless.

He smirked and popped a piece of gum in his mouth. He lounged back in the chair with a wide stance resting the gun on his thigh. His biceps were almost comically huge, he looked like the textbook definition of macho hombre.

Lilly stared out the window mainly because she didn't want to look at the man sitting next to her. Still, looking at a bare window made her uneasy. "Are you going to kill me?"

The man was silent for a moment. "Don't know yet. Depends on what the Governor says."

The honesty of what he said wasn't exactly comforting, but honest was refreshing. "The Governor?" Lilly responded without looking at him.

"Yeah." She could hear the man shift in his seat. "He's the one that runs this place."

"Your leader." Lilly said with the same evenness. She looked over at the man. "You got a name?"

The man looked at her his smile softening a bit. "Caesar."

"Hello Caesar." Lilly said with a small nod.

"You?"

"I'll tell if you don't have to kill me." Lilly went back to staring out the window. "It's easier to do when there isn't a name attached to the person."

Caesar was silent. A moment later Lilly heard the door open. The tall man in a vest and holster from before walked in followed by a small tea sandwich of a man with glasses. She noticed he was sporting a pretty healthy bruise from the door and couldn't help but feel a small bit of pride. Pride or no, it probably cost her her life by not taking his when she had the chance. The tall man gestured with his head to the door and Caesar got up and walked out.

Lilly stalked the man's movements as he slowly walked over and took Caesar's seat. The other man walked over to the bed and pulled out a small notepad and pencil, but made no effort to sit down.

A few long moments passed while Lilly and the man stared at one another. "You're the Governor I presume."

The man smiled and gave a small laugh. "And you've been talking to Martinez I presume. That's what the townspeople call me." He leaned back in the chair his hands on his thighs, wide stance just like Martinez. Lilly made note that his thumb was resting on the edge of the pistol in his holster. "You…" he paused. "gave them quite a scare the other day that was an incredible performance considering how strained your health is."

Lilly smiled bitterly. "That wasn't a performance. That was survival. Those people out there now _that's _a performance."

"No, that's hope." The Governor said looking her square in the eye. "What's your name?"

Lilly felt reluctant at first but given that she was strapped to a bed there didn't seem to be much use in hiding her name. "Lilly."

The man with the glasses gave a small giggle. Lily stared daggers at him.

"Have you been on your own this whole time Lilly?"

"I had a group."

The Governor leaned on the bed resting his elbows near her arm. "And where are they now?"

Lilly's eyes shinned wet but she didn't answer.

"I see." The Governor said gravely sitting up. "As I said before you're safe here, we can provide food, shelter, and medical supplies."

"Don't take this the wrong way, but that doesn't inspire a lot of confidence." Lilly said with a hard look on her face. "The last time I was offered shelter I was nearly killed, and the last time I was offered food I was nearly eaten."

"Oh you don't have to worry about biters here." said the small man with glasses reassuringly and enthusiastic. "Our walls are very secure."

Lilly's cold eyes moved over to him and he shrank a bit. "In what part of that statement did you hear me say I was nearly eaten by _walkers_?" His eyes grew large and he stared at her for a moment before eagerly scribbling in his notepad.

Lilly looked back at the Governor who seemed equally surprised but not to such comical proportions. His face calmed. "Milton?"

The man with the glasses looked up from his notepad. "Yes?"

"Would you step outside for a moment?"

Milton looked disappointedly at the Governor then at Lilly then back to the Governor before giving in. "Of course."

Lilly's anxiety increased a bit as the man left and there was only she and the Governor left in the room. He sat across from her leaning back in the chair in silence. She was having a hard time making heads or tails whether she could trust him. "You've been through a lot haven't you Lilly?"

She looked down. "Haven't we all?"

He smiled and chuckled a bit. "God have we…" His eyes rested on her. His face was warm and impassive, but his eyes they seemed cold and hard. "Have you ever killed someone?"

Now Lilly chuckled slightly albeit bitterly. "Haven't we all?"

"I didn't mean walkers."

Lilly looked him in the eyes meeting their coldness. "Neither did I." Well that did it. If there was any hope of her surviving this it was probably gone by now. They knew she was dangerous and they had an idea _how_ dangerous. Just as well she wasn't patient enough for mind games.

He brought a hand to his chin and rubbed it contemplatively. The fact that he was openly deciding whether or not to kill her was starting to get on her nerves so she went back to looking out the window. She jumped slightly when she felt his hand removing her strains.

He got up and walked over to the bed table that had a glass and pitcher on it, poured a glass of water then sat back down. Lilly's eyes stalked him and the glass. He brought to his lips then stopped musingly. "I think you could very happy here."

He was about to take a sip when he stopped and eyed her. She was trying so desperately not to stare at the glass of water enough to burn holes through it, but it wasn't easy with days of thirst and hunger working against her. He kept the glass at his lips a moment with a thin evil smile on his face before politely offering the glass to her.

Lilly's eyes darted back and forth from the man's face to the glass before she cautiously took it. She gulped down the water nearly choking. Not puddle water, blood, or gutter rain water, real honest to goodness clean water. She let out a sigh despite herself. She glanced back at his bemused face.

"There is a very secure place here for someone like you."

"Someone like me?" Lilly responded evenly still holding the glass.

He folded both of his hands under his chin resting his elbows on his knees. "If you're willing to earn your keep." Despite the small evil smile on his face his words didn't have the same connotation that they had at Ralph's cabin. It certainly didn't sound good, but she knew he meant something very different.

Lilly cocked her head back with a small threatening smile of her own. After a moment she handed him the glass.

He looked at it for a moment then gave a small chuckle taking it. He got up and filled it full of perfect clean water again as Lilly spoke.

"What would I have to do?"

"What I'm sure you're used to be now. Survive and helping others to survive." He handed her the glass.

Lilly reached for the glass looking at him her face unchanged. "By killing people." He pulled the glass away just as her fingers grazed the edge.

He held it causally by his chest. Despite the warm expression on his face there was still the coldness and ruthlessness Lilly could see just below the surface. "You seem like a woman who can handle herself."

She put her arm down as he stared at her for a moment. She was still dying of thirst but she wasn't going to let it get the better during this interrogation, or rather negotiation. He slowly handed the glass back. She looked at it for a moment before talking it and drinking.

He sat back down beside her. "You seem like someone who can make the hard calls that other people can't or won't."

"And you seem like a wolf who's gotten pretty good at posing like a sheep." His face had fallen and there was something threatening about him now. "Probably were well before the world ended," Lilly finished the water. "But that's fine by me." She smirked. "The real sheep tend to get slaughtered otherwise."

She handed the glass back to him. He leaned back in the chair regarding her contentedly. "Yes Lilly, I think you're going to be very happy here."


	5. Chapter 5 friendly fire

A flashing light went off high above the wall aimed at the town of Woodbury. Milton's idea, a siren would attract walkers. The light was the signal for lockdown when everyone who couldn't handle a firearm took cover while those who could ran to the walls.

The Governor ran out of his home and to the main wall wielding his pistol. "Biters?" He called up to Martinez and Lilly who were shooting off the wall.

"No," Lilly yelled back. "Raiders."

The Governor cursed then turned to Jones, a tall black man with a shaved head and goatee. "Jones, make sure everyone is locked in their homes and the walls are secure."

Jones gave a nod before taking off.

The Governor scaled the wall in an instant and took point beside Lilly and Martinez. "How many?"

"Can't tell. About a half dozen we think." Said Martinez shooting over the wall.

Lilly was aiming to fire when an arrow sliced past her head and she fell backwards.

"Lilly!" Martinez yelled. "Are you hit?"

Lilly grunted. "No I'm fine it just grazed me." He put a hand to her temple which was gushing blood and looked at it then at the Governor. "oh and they have arrows too."

The Governor stood up and fired three rounds at the tree the arrow had come from before ducking back down. He looked at Lilly pulled a handkerchief out of his pocket and pressed it to her wound.

"No really I'm fine." She said trying to push his hands away.

"Would you stop being a stubborn mule for five seconds?" He said impatiently shoving her hands out of the way.

Lilly relented as the Governor pressed the cloth to the wound.

Martinez looked on as the Governor brought her hand up to place pressure on the wound. He was brought back to reality when a bullet hit the wall just by his arm. He swung around and shot but didn't really aim. He looked around at the abandoned cars and trees before sitting behind the wall. "This is bullshit." He hissed. "We can't even see what we're shooting at!"

"and we're wasting ammo trying." The Governor said finally letting Lilly handle the wound. He looked her in the eyes then quickly looked away resting his forearm on a bent need.

Another flurry of bullets came at them before Martinez and the Governor fired back blindly.

"Fuck this…" Lilly growled jumping over the wall.

"Lilly!" the Governor screamed after her.

"Cover me!" she yelled without turning back. She ran down the street dodging arrows and gun fire and aimed up at a man in an airsoft mask she could now see in the tree. With a single shot to the neck she took him down. Two shots came at her from the right. She ducked behind the tree then fired at the man across the street. He moved away quickly. She was about to fire again when she felt the metal of a gun barrel at the base of her head.

"Drop it." Said the man's voice behind her. Her jaw tightened but she complied. "Hands on the back of your head." Just as Lilly did so she heard the man inhale sharply followed by a gurgle. She turned around and found the man being skewed in the back of the head by Merle.

Merle dropped the man to the ground and pushed him off of Shania (his pet name for the stump and bayonet). "Jesus woman I'm always having to save your ass ain't I?"

There was another hail of gunfire at them and they both ducked down. "Where the fuck were you?" Lilly said picking up her M-9.

"In the john. Wha'd I miss?"

"I got shot in the head with an arrow." Lilly said dryly

"Oh good. Thought I missed something exciting."

Lilly crept over to an abandoned red grand am. She peered through the driver's side window trying to get a look at the shooter. Just as she lifted her head the window exploded from the gun shots. "Shit!" She said ducking back down.

"How many are there?" Merle crept over beside Lilly.

"I think there is just the one left."

"Naw if it were just one he'd have booked it by now."

"Two then. Doesn't matter. I'll only need one."

"One for what?"

Lilly crouched along to the back bumper of the grand am. "Interrogation." She stealthily looked around the grand am before turning back to Merle. "Merle you armed?"

"Just me and Shania."

"That'll work. I'm going to draw his fire over there when you can see where he is, sneak up behind and take him out but _don't_ kill him."

"On it, pussy cat." To her delight the nick name had stuck. Merle was the only one with balls enough to call her that, to her face anyway.

Lilly crept back by the tree where she shot the first stupid bastard down stood up and fired.

* * *

"That's the third attack this month." Milton said warily handing the Governor a list of ammo stock and casualties.

"Stragglers are going to get more desperate the closer we get to winter." The Governor inspected the report then tossed it on his desk in disgust. "This is getting costly. We don't have time to waste on this."

"Couldn't agree more." Lilly said as she walked into the Governor's office with a slight limb. Her favorite pair of faded jeans (the only ones in town that fit well) were stained red from the nick on her thigh she'd gotten while she distracted the last guy's fire.

The Governor's eyes immediately shot to the wound his eyes widening. Then his eyes shot back up to Lilly's face light with anger. "Sit." He commanded pointing to a chair near him. "I'll deal with you later."

Lilly felt like she just got caught smoking in the girls' room. She hobbled over to the chair and sat down. "Don't be angry with me." She said grinning from ear to ear in one of the only times in her entire life she'd done so out of pure joy. "I think I might have a solution to our problem."

"What you did was stupid and suicidal. I'm not angry I'm livid."

"oh com'on Gov. Go easy on the girl we even brought you a present." Merle said walking in holding a blindfolded and bound man.

The Governor looked at the blindfolded man, his mood seeming to lighten then he turned to Merle. "Where the hell were you?"

"In the john." All three men stopped and looked at Lilly. "We already had that conversation."

The Governor turned his attention back to the captive. "Merle take him to interrogation." He glanced at Milton. "Milton I'd like to speak to Lilly privately, but don't go far. I'll want a list of able bodies."

Milton gave a nod and left after Merle.

The Governor was silent leering down at Lilly as he leaned against the desk. "How bad?" He folded his arms and gestured with his head to her leg.

Lilly didn't even both to glance down at the wound but her hand shot over it. "No very. He just winged me."

"Nothing you don't deserve." He walked over and knelt down by her chair. Even kneeling he was still at eye level with her. He gently places his hands on her thigh pulling away the fabric so he could inspect the wound.

Lilly's pulse raced a bit uncomfortably as the man put his hands on her. She sighed annoyed. "Got the job done didn't it?"

"You could have been killed." The Governor's brow furrowed, his eyes not leaving the wound. His eyes looked back up into hers. "Woodbury needs you too much to be that reckless."

Lilly glared back at him. "Thanks Dad I'll take that into consideration. Don't treat me like a goddamned child."

The Governor leaned back on his heels resting his forearm on his knee. "Then stop acting like one." He said coolly in a bemused tone that infuriated Lilly. "Get down to the infirmary and stop bleeding on my _goddamned _chair." He stood up and called Milton back in.

Lilly had begun to despise that. The way he could completely negate anything she said or did with a few words. She winced as she got up out of the chair and hobbled past Milton for the door.

"Lilly" She turned when she heard her name. The Governor was looking over a paper Milton had handed him. He glanced up at her. "Thank you."

* * *

She looked at him, but didn't acknowledge what he said, nor did she acknowledge that her pulse had started again as she left the room.

The cut from the arrow was a bleeder, but honestly not that bad. The wound on her leg had needed stitches though.

The woman with the beehive hair sighed. "Finished. Now you should try to stay off it for at least-"

"Thanks." Lilly said hoping off the table and walking toward the door. She'd gotten used to fighting through pain and now that it was patched up she didn't have to hobble for fear of opening the wound further.

"Don't tear out the stitches." The woman called out at Lilly as she closed the door.

As Lilly walked down the hall she saw Merle walking toward her.

"Damn woman I've met cockroaches that stayed down longer than you." He said looking her up and down. "… that time of the month?"

Lilly looked down at her pants which were still soaked in blood. "Shut up and what are you doing here anyway? I thought you'd have ripped that bastard several new ones by now."

"Not my decision." Merle said as they walked out of the building together. "Governor took care of it himself. 'we'll get more flies with honey' he said."

"Only with stupid flies."

"Hey!" he turned to her excited you. "You coming to the fight tonight?"

"Nah. I'll skip it I want to work on this leg and make sure it's up to snuff."

Merle stepped in front of her. "Oh com'on, you can cheer me on, be my lil Adrian." He held out his arm for her to take.

"Oh such a sweet talker, we all know those fights are faker than TV wrestling. No hard feelings though, high five?" She jumped over with her hand up in the air looking at his stump.

Merle looked back at her blank faced and annoyed.

Lilly still held up her hand like she was ready to jump. "Don't leave me hanging bro!"

"Never gets old for you does it?" Merle just stood there staring at her ignoring the hand.

Lilly grinned like a kid shoving her hands in her pockets. "Not even a little."

"Wha'd you mean wrestling's fake?"

"Goodnight Merle." Lilly said spinning on her heel and walking away.

* * *

Lilly could still hear the shouts and screams of the crowd at the fight from her room. The night was surprisingly balmy for being so close to winter so she had her window open. She'd changed and was in nothing but gray briefs and a tank. She was doing push-ups so the sound from crowd and disgust it caused her helped.

It wasn't that she had a problem with the fights themselves. She knew they were fake, she was part of the group and de-toothed the biters. Even if they were real it wasn't as though combat, blood and violence, were anything short of her bread and butter. What disgusted her was the same thing that disgusted her about all of Woodbury. Everyone was so civil and stupid, like they were waiting around for the Starbucks to open back up. But at the fights, that was when real human nature came out. It pissed her off seeing all those little weaklings screaming because the mob made them feel safe; acting like they could actually handle themselves with real walkers. It was Roman bloodsport pure and simple, made the weak feel strong and made Lilly feel sick. She was the embodiment of a Machiavellian soldier, it wasn't battle or death she feared, it was complacency and comfort. She didn't socialize with the good citizens of Woodbury. The town met her needs, gave her food and water for her body, a weapon for her hands, and an extra set of eyes while she slept. But she wasn't here to garden or join the book club, because she knew when the chips were down they'd turn on her, just like everyone else.

Lilly switched to doing the push-ups on her knuckles. Say what you wanted about the end of the world, but one thing was for certain, it showed people for what they really were. She was just about to break the eighty mark when her arms finally said no more. She dropped on the floor drenched in sweat. Slowly she got up and grabbed a towel from the bathroom. She hopped from one leg to the other for a moment. The leg wound didn't seem to be giving her any trouble.

When she walked back she pictured her father all six feet and three hundred pounds of him standing in front of her scowling. _"humph ninety by next month my ass."_

Lilly scowled too wiping her face. She slammed the window shut. "Shut up Dad." She said just before she crawled into bed and went to sleep.


	6. Chapter 6 Peace Time

"How's the leg?" The Governor asked as he walked around his desk and Lilly took a seat in his office. He was dressed in his usual black shirt, vest and holster which never left his side during the whole time Lilly had known him.

"Ached a little this morning, but it won't slow me down." She was dressed in a black tank top and jeans that didn't fit as well as the last pair. She was also wearing her leather jacket she'd had when they first found her, partially because it was getting colder, and partially because she never went long without it.

"Your head?"

Lilly touched the wound with the band aid on her head. "Nothing to worry about, just a scratch." She hadn't pulled her dark hair into its militant ponytail. She reasoned it wasn't worth opening the cut, but at the moment she didn't feel like that was the reason.

"Why did you call me in here?" Pleasantries were cute and all, but Lilly didn't want to yap about her leg, her head, or the weather when she knew there was something more important to talk about.

"I wanted to see how you were doing." He said coolly.

Lilly tried to hide a scowl and failed. "I'm fine." She got up and began to walk out before the Governor's voice stopped her. "I spoke to that young man you brought in."

Lilly turned to face him. "And?"

He folded his arms and leaned on his desk. "He's very sorry about what he did. It was only because they've been so short on food, and he didn't want to attack us and-"

"Oh Jesus." Lilly put her hands on her hips and rolled her eyes to the ceiling.

"I explained that it was perfectly fine, clearly a misunderstanding. And as a show of good faith we'd even escort him back to his camp with food and supplies in exchange for ammo and a welcome invitation to stay at Woodbury for all of their group."

Lilly cocked her head back. She tried to keep her face as cold and hard as her tone, but a smirk was creeping through. "How noble of you."

The Governor got up and advanced toward her. Her muscles tensed despite herself when he did. She couldn't help it. There was always something about him that genuinely terrified her. He put a hand on her shoulder. "It's a nice day let's finish this conversation outside."

Lilly watched him for a moment as he walked past her before following.

It wasn't a nice day it was dreary and chilly, but then the weather wasn't the reason they were outside either. Regardless of the weather there were people outside. That was one thing the people of Woodbury did have sense enough to appreciate. Freedom to walk out in the open was a precious luxury. Between walkers and impending winter standing outside in the open was something that was always savored. The two of them walked down Main Street in silence. Lilly got impatient more than once and tried to speak but every time she did the Governor stopped to chat with one of the locals. How was June's garden doing, Adam was getting taller by the second, until finally Lilly stopped him.

"Enough." She tugged on his arm and made him turn to face her. She looked up at him his expression unreadable. "We're not going on a mission of goodwill. We're going on the attack. I want to know when."

He looked down at her. "Straight and to the point like always Lilly." He glanced around lost in thought for a moment before looking back at her. "You weren't at the fight last night."

"Tired."

"Or the one before that."

"Very tired."

"Lilly…" The Governor said in an exasperated tone.

Lilly looked away at the people walking past. "They have no idea what it's like out there." She slowly and with no small amount of trepidation looked up at him. "It's not the fights, it's the people watching them."

"I know." He put a hand to her shoulder and gave a small squeeze. "I thought you should have a look at what you're fighting for." He looked at the people and Lilly followed his gaze. "Look at them Lilly, mothers and fathers with their children, people outside without fear."

"It's a lie."

He turned her head to look at him. "It's proof that life can be more than just survival." His eyes stared down at her, pale blue and grave. "Isn't that worth something?"

Lilly was still for a moment letting the words sink in before she realized his hand was still on her shoulder. She stepped back, not abruptly but just enough to let his hand fall. She looked down awkwardly tapping her foot. "You could sell water to a drowning man couldn't you?" Then she looked back up at him. "I already told you I'm not afraid to get my hands dirty, so why don't you get to the point and tell me why you _really_ called on me."

The Governor was a little taken aback by the comment then he smiled. He turned on his heel and walked back to his office knowing she'd follow.

"I meant what I said about why I called on you. I wanted to know how you were doing." The Governor said sitting behind his desk

Lilly wasn't impressed. "I'm touched. Well" She held up her arms. "As you can see I'm tip top."

"Yes I can see that." The Governor said softly.

Lilly was worried that her face had begun to color. She folded her arms annoyed and looked away.

"You'll need to be." He unfolded a map on the desk. "Merle and I are taking our friend back as promised tomorrow. You'll be leading Martinez and another group from behind their base."

Lilly turned and looked at the map. "A warehouse?"

The Governor gave a slight shrug. "Storage units actually, near Macon." He pointed behind the red circle on the map. "You and your group will surround the back flush them out, bring them toward us in the front."

Lilly eyed the map closely. "If they're coming this far for supplies that means nearly fifteen miles have to be picked clean by now."

The Governor didn't respond he just nodded gravely.

"Why not just keep an eye on them and starve them out?"

The Governor folded his hands. "We're trying to be humane about this. This will be quicker."

Lilly finally took a seat across from the Governor. She began drumming her fingers on the desk. She agreed with everything he said. She knew there had to be a catch somewhere . She scanned her mind to think of anything she could have done to displease him… more than usual. The mission wasn't something she couldn't handle, and her leg really wasn't a problem. At the very least it wouldn't give them enough of an advantage to kill her. Still friendly fire did happen, and she was going to be entering from the opposite side as the Governor.

"Something wrong?"

"hm?" Lilly was brought out of her thoughts by the Governor's voice. "oh, it's just… Martinez seems like he'd be better-"

The Governor sighed as he stood up. He crossed the desk and stood in front of her towering over her. "Martinez is a good man and a good soldier, but I need a leader; someone who can think on their feet."

Well it wasn't flattery if it was true. The Governor raised his eye brows commanding an answer. Lilly sighed and leaned back in her chair mostly so she could see eye to eye with him better. "When's this little picnic going down?"

"Three hours." He said walking back around his desk.

"Three hours?!" Lilly nearly jumped out of her seat. "That's-"

"Before they can plan another attack. You're a big girl now Lilly," He glanced up at her with a wink. "I'm sure you can handle it."

* * *

Lilly scanned the armory for her M-9 handgun, and a sniper rifle. She'd already strapped on the machete.

"You be safe out there." The kind words almost didn't register because of the voice that said them. Merle was leaning against the doorframe of the armory.

Lilly turned to him as she found the rifle. "Yeah, you too."

Merle walked over to Lilly and brushed some hair out of her face with his good hand. "You alright?"

"Yeah, I'm fine." She swung the rifle over her shoulder. "What if he's lying?"

"The Governor?"

"No the prisoner."

Merle held up the stump and baronet. "Then me and Shania can sweet talk him this time."

Lilly smiled but it didn't last long. "I just keep going over all the ways this could go wrong."

He gently touched under her chin. "Hey," she jerked her head away but finally looked him in the eyes. His brows tugged up at the center and he tilted his chin a little to the side. "You worry too much, Lills."

A moment of silence passed between them. "I don't know why, I've just got such a bad feeling about this." She said softly. In an instant she straightened up holding the rifle at her side then mock saluted Merle as she walked past Merle. "This is my rifle, this is my gun."

Merle marched behind her. "This is for fighting, this is for fun."

* * *

**hey gang **

**special thanks to everyone whose been reading thus far. Don't get attached to these warm and fuzzy scenes. They're not going to last long. ;) **


	7. Chapter 7 Don't you see me laughing?

The mission had been a success. No casualties on their side, an unbelievable amount of supplies, they even found a punching bag. If the bag had been set up Lilly was certain she'd be making good use of it now. The winter clothes they found would be good for the next months, some of the kids in town were still stuck wearing sandals. Suddenly the thought of Clementine slipped in, outside in the cold months. She wondered if Lee was with her, she wondered if she was safe. That girl could have been Clementine, could _be_ Clementine. She shook head as her stomach lurched.

Lilly normally would be reading a book, cleaning her gun, or readying for bed instead she was doing push-ups all on her knuckles. The pain and the structure was more therapeutic and practical than crying in a fetal position on the bed.

She hadn't stayed at the rally the Governor held to explain how they came home with so many goodies; it had been too damn much. Hearing how they tried to end things peacefully, how did he put it?

_"We've all been through a lot no need for more killing." He'd said before waiting for a few jeers from the crowd. Lilly had distinctly heard a "The hell with that." and a "Then they shouldn't have attacked us. Kill them!" and a few boos from the crowd. "Now now, we tried to settle things peacefully, but some people can't be reasoned with." He paused looking at the crowd. "Life outside our town does that to people. So let us be grateful, grateful to the clothing that will get us through winter, our town and one another. We are Woodbury and we are strong!" The crowed cheered. How inspiring. He'd gotten how safe Woodbury was and how big and bad the outside world was in one address to the people. Not bad. He'd even made himself the benevolent leader holding back the mob. It sent a chill down her spine what a good antichrist he'd make. Maybe he was. It was the end of the world after all wasn't it? _

She stood up, her knuckles bleeding. She looked down at the floor and there were eight perfect blood smudges on the floor. She was about to go to the bathroom to get a towel and wipe up the blood when she heard a knock at her door. She threw on a pair of sweat pants and walked to the door. A summoning by the Governor no doubt, and she wasn't in the mood. She opened the door and there stood the Governor. She was a little stunned to see him in person standing at her door, especially dressed as she was in nothing but sweats, a tank, and a low ponytail.

"um hello sir." She began awkwardly.

He drew in a breath. "Evening Lilly."

A moment passed in silence. "That was good work today."

"Oh uh yeah you too, I mean thanks"

Another awkward silence passed between them before Lilly spoke.

"Was there something you wanted?"

"um yes actually may I come in?"

"Oh of course." She opened the door completely he was about to step in then he glance at her and quickly glanced away clearing his throat.

Lilly looked down and realized she was exactly as she thought; sweatpants, tank top and nothing else. "oh god." She said covering her chest with one arm and nearly shutting the door on the Governor with the other. "um uh c-could you give a moment." She shut the door and ran over to the dresser to put on a bra. When she opened the door the Governor had his head tilted down pursing his smiling lips together.

He looked up at her without lifting his head. "Better?"

Lilly inhaled sharply. She gave a quick nod stepped assign and tried to regain what was left of her dignity. "Please." She gestured toward a table and two chairs in the corner of her room. Her apartment was little more than a dormitory, but it was immaculate and she preferred a smaller space than a shared one.

The Governor sat down at the table, Lilly pulled up another chair that was at her desk. It was obvious this place was not made for entertaining guests. Now that she thought about it this was the first time someone beside herself had been in here with her. They were both seated on the same side of the table. Lilly sighed when she sat down. She wasn't really in the mood for company right now, but it wasn't like she had much choice. She had her hands resting on the table when she noticed the Governor eyeing the cuts on her knuckles. She cleared her throat and set them on her lap out of view under the table.

The Governor set a bottle of wine on the table. "Picked this up before the boys raided the lot, I think you deserve it."

Lilly looked at the bottle. Wine was never her thing, least of all the people who drank it. The whole pomp behind it about the taste and the year got on her nerves. Still at least it wasn't flowers. "I'm don't really like win-" She glanced at the Governor's face. "Thank you." She said awkwardly.

The Governor eyed Lilly, inspecting her and making her feel incredible self-conscious. He rested a hand on the table tapping a finger then finally released Lilly from his gaze as he spoke. "Martinez told me about the biter." He said softly looking at the table.

Lilly looked away annoyed. It felt like she was getting tattled on in school. "I lost my cool." She looked back at him her face stern. "It won't happen again."

"That's not what I was worried about." There was another small silence as the Governor looked at her. "Want to talk about it?"

"No." She said flatly bringing a hand to rub the bridge of her nose.

The Governor took her hand surveying the damage to it. His eyes ticked up to meet hers. "Are you sure?"

She yanked her hand away. "Yes." She folded her arms with her fingers under them so the Governor couldn't see the cuts. She defiantly turned her head away looking down.

The Governor let out a frustrated sigh before getting up. "Suit yourself." He turned and walked toward the door. He stopped and held the frame for a moment then he looked to her with his eye brows raised. "What _do_ you drink?"

Lilly looked up at him with a smug and menacing smile. "Whiskey on the rocks."

When he saw he had her attention he turned completely around. "Hm. My men just came across some very fine twelve year old scotch if you'd like to help me break it in."

Lilly stared up at him for moment before turning away and smiling. "I'll get my coat."


	8. Chapter 8 Living not Surviving

The mission had been a success. No casualties on their side, an unbelievable amount of supplies, they even found a punching bag. If the bag had been set up Lilly was certain she'd be making good use of it now. The winter clothes they found would be good for the next months, some of the kids in town were still stuck wearing sandals. Suddenly the thought of Clementine slipped in, outside in the cold months. She wondered if Lee was with her, she wondered if she was safe. That girl could have been Clementine, could _be_ Clementine. She shook head as her stomach lurched.

Lilly normally would be reading a book, cleaning her gun, or readying for bed instead she was doing push-ups all on her knuckles. The pain and the structure was more therapeutic and practical than crying in a fetal position on the bed.

She hadn't stayed at the rally the Governor held to explain how they came home with so many goodies; it had been too damn much. Hearing how they tried to end things peacefully, how did he put it?

_"We've all been through a lot no need for more killing." He'd said before waiting for a few jeers from the crowd. Lilly had distinctly heard a "The hell with that." and a "Then they shouldn't have attacked us. Kill them!" and a few boos from the crowd. "Now now, we tried to settle things peacefully, but some people can't be reasoned with." He paused looking at the crowd. "Life outside our town does that to people. So let us be grateful, grateful to the clothing that will get us through winter, our town and one another. We are Woodbury and we are strong!" The crowed cheered. How inspiring. He'd gotten how safe Woodbury was and how big and bad the outside world was in one address to the people. Not bad. He'd even made himself the benevolent leader holding back the mob. It sent a chill down her spine what a good antichrist he'd make. Maybe he was. It was the end of the world after all wasn't it? _

She stood up, her knuckles bleeding. She looked down at the floor and there were eight perfect blood smudges on the floor. She was about to go to the bathroom to get a towel and wipe up the blood when she heard a knock at her door. She threw on a pair of sweat pants and walked to the door. A summoning by the Governor no doubt, and she wasn't in the mood. She opened the door and there stood the Governor. She was a little stunned to see him in person standing at her door, especially dressed as she was in nothing but sweats, a tank, and a low ponytail.

"um hello sir." She began awkwardly.

He drew in a breath. "Evening Lilly."

A moment passed in silence. "That was good work today."

"Oh uh yeah you too, I mean thanks"

Another awkward silence passed between them before Lilly spoke.

"Was there something you wanted?"

"um yes actually may I come in?"

"Oh of course." She opened the door completely he was about to step in then he glance at her and quickly glanced away clearing his throat.

Lilly looked down and realized she was exactly as she thought; sweatpants, tank top and nothing else. "oh god." She said covering her chest with one arm and nearly shutting the door on the Governor with the other. "um uh c-could you give a moment." She shut the door and ran over to the dresser to put on a bra. When she opened the door the Governor had his head tilted down pursing his smiling lips together.

He looked up at her without lifting his head. "Better?"

Lilly inhaled sharply. She gave a quick nod stepped assign and tried to regain what was left of her dignity. "Please." She gestured toward a table and two chairs in the corner of her room. Her apartment was little more than a dormitory, but it was immaculate and she preferred a smaller space than a shared one.

The Governor sat down at the table, Lilly pulled up another chair that was at her desk. It was obvious this place was not made for entertaining guests. Now that she thought about it this was the first time someone beside herself had been in here with her. They were both seated on the same side of the table. Lilly sighed when she sat down. She wasn't really in the mood for company right now, but it wasn't like she had much choice. She had her hands resting on the table when she noticed the Governor eyeing the cuts on her knuckles. She cleared her throat and set them on her lap out of view under the table.

The Governor set a bottle of wine on the table. "Picked this up before the boys raided the lot, I think you deserve it."

Lilly looked at the bottle. Wine was never her thing, least of all the people who drank it. The whole pomp behind it about the taste and the year got on her nerves. Still at least it wasn't flowers. "I'm don't really like win-" She glanced at the Governor's face. "Thank you." She said awkwardly.

The Governor eyed Lilly, inspecting her and making her feel incredible self-conscious. He rested a hand on the table tapping a finger then finally released Lilly from his gaze as he spoke. "Martinez told me about the biter." He said softly looking at the table.

Lilly looked away annoyed. It felt like she was getting tattled on in school. "I lost my cool." She looked back at him her face stern. "It won't happen again."

"That's not what I was worried about." There was another small silence as the Governor looked at her. "Want to talk about it?"

"No." She said flatly bringing a hand to rub the bridge of her nose.

The Governor took her hand surveying the damage to it. His eyes ticked up to meet hers. "Are you sure?"

She yanked her hand away. "Yes." She folded her arms with her fingers under them so the Governor couldn't see the cuts. She defiantly turned her head away looking down.

The Governor let out a frustrated sigh before getting up. "Suit yourself." He turned and walked toward the door. He stopped and held the frame for a moment then he looked to her with his eye brows raised. "What _do_ you drink?"

Lilly looked up at him with a smug and menacing smile. "Whiskey on the rocks."

When he saw he had her attention he turned completely around. "Hm. My men just came across some very fine twelve year old scotch if you'd like to help me break it in."

Lilly stared up at him for moment before turning away and smiling. "I'll get my coat."


	9. Chapter 9 Southern Gentleman

Lilly walked into the Governor's apartment. It seemed so much softer now when she wasn't being summoned in. Lilly was pulling off her jacket when the Governor offered to take her coat.

"_Perfect southern gentleman as always,"_ Lilly thought as he helped her take off and hang her coat. He gestured over to the round table and chairs. Lilly walked over sat down never letting the Governor out of her sight. _"says one thing does another."_

Lilly watched him as he undid his holster and hung it up next to her jacket then walked over to the liquor cabinet. She leaned her head on hand and rest her arm on the table casually scanning the room.

The Governor returned with two tumblers and the bottle of whiskey. He poured her glass first then his. She held it up looking at the golden liquid musingly. The Governor held up his glass and Lilly raised hers. The two connected with a small clink. She took a bigger sip than she should have, forgetting what a kick to the throat even good scotch could be. She coughed and covered her mouth with the hand holding the glass.

The Governor, glass still at his lips watched the performance with amusement before sipping the whiskey, swishing it around his mouth and swallowing.

Lilly set the glass down with a final cough. She smiled with pursed lips but didn't look at him. "Thank you" she said softly.

He only shrugged before taking another sip and setting his glass on the table.

"She wasn't a biter." Lilly said looking down at the table tracing her finger along the grain. "She was a little girl… not even a teenager yet." She was glaring at the table now as she thought back to the scene. "They had her strung up like… You think you get used to it." She said picking up her glass and taking a smaller sip this time and setting it back down. "How cruel people are, they always find new ways to surprise you."

A silence passed between them. The Governor watched her for a moment before he spoke. "My little girl came home one day from school early. She'd been sent to the nurse after one of the kids on the school yard had started a fight with her. Attacked her. I didn't find out til the ride home they'd left me a voicemail saying she and a few other children had been sent home sick but it was nothing to worry about." He smiled wide and looked at the ceiling almost laughing. "I was ready to pitch a fit. Here I am working my tail to make ends meet. My wife had passed the year before so there was no one there when she got home. I came in and saw her lying there on the sofa. She didn't say hello, didn't even seem to know I was there, just these small shallow breaths." He looked at the table as though he were reliving it. "She was burning up. I took her to the hospital. They wouldn't admit her. This bitch of a nurse told me if I tried to bring her back they'd take her and I'd be arrested. So I took her home, put her to bed, did the best I could to cool her down." He frowned his eyes shining wet. Then he shrugged. "Nothing helped. I keep telling her, 'Just open your eyes sweetie. I'm right here. Just look at me'" He paused. "The last thing my daughter ever thought was that her daddy wasn't there when she needed him." He took another sip of the whiskey but didn't meet Lilly's eyes.

Lilly sat there in silence just looking at him. "You can't know that."

He gave another small shrug looking into the glass. "Doesn't matter."

She studied him very carefully. She knew she didn't trust him, and rightly so she shouldn't trust him, but she knew that what he said was true. She took another sip of the whiskey.

The Governor watched her with the same calculating manner that she regarded him. "What were you in life, Lilly?"

She smiled into her glass. She loved the way he said that. What were you in life, as though they we're already living in hell. It seemed very poetic. "Air Force." She said setting the glass down.

"Now that explains a lot. Never knew that."

Lilly looked back at him still smiling. "You could have just asked."

"Yeah but," he finished his scotch glancing at her with a wink. "I had a feeling you'd be less than forthright." He poured another glass for himself.

Lilly chuckled. She pushed her glass toward him and he poured her a second. She brought the glass to take a sip then stopped. She lowered the glass holding it in her lap with both hands. Regardless, if that story was just to win her confidence or not there where parts that she could clearly tell were painful. "What do you want to know?"

The Governor looked at her for a moment. "You don't have to tell me anything you don't want to."

Lilly took a sip from her glass. "and I won't, if I don't want to."

The Governor chuckled taking a sip from his glass. Lilly failed to notice a small evil glint in his eye as he did. "What happened to your group?"

Her jaw tightened. "They left me to die on the side of the road." She was staring at the table again. "I had it coming though…" She swallowed hard. "I shot and killed a member of our group." She didn't want to look up and see his reaction. "I lead that group, went without food so that others could-" Her hand tense. "My dad was with us in the beginning he had a heart attack. He could have been revived, but they chose to let him die." She didn't go into the details about the St. John's farm this was already painful enough. "His body wasn't even cold when his head was smashed in."

"The member of your group who killed your father-" The Governor began.

She laughed despite herself. She brought a hand to her mouth realizing how sick it was that she was laughing, spitefully but still laughing. "That's the best part. He wasn't the one I shot. I understand what he did, I even understand _why_ he did it. I didn't like my dad much but he was the last thing tying me to the world." She paused realizing she'd never thought of it in such clear terms before. "Carly was… different. Someone had been stealing supplies, I was on edge, hadn't been sleeping for days. We were attacked by bandits someone had been trading medical supplies for protection. When the smoke cleared I knew it was either her or someone else who had put us in danger. She started in on what a shit leader I was, then…" She made bitter smile. "guess she was right. Part of me was jealous. She didn't have to make the hard choices; she could afford to be liked." She took a sip of her scotch still not looking at the Governor.

She felt his hand touch hers gently where the cuts on her knuckles. "Not so easy is it?" The Governor looked down at her hand gently stroking the side before looking into her dark eyes. He put the other hand on the side of her face.

Lilly felt herself tremble. "It wasn't necessary."

"But it's finished now." He gently pulled her head close and kissed her forehead. "You have to let it go."

Lilly sighed as he pulled away from her. She looked up into his eyes that stared back with perfect gentleness warmth and understanding. She leaned forward and kissed him on the lips. He kissed her back his hand lacing itself through her hair. She stood up as he did her arms sliding around him. She knew this was a mistake. Silver tongued snake charmer that he was even in that moment she knew she couldn't trust him anymore than he could trust her. What she hadn't mentioned about her story was that she felt nothing when she shot Carly, not relief, not guilt, just numbness. It was that numbness she felt that _really _frightened her.

The man in her arms wasn't someone she could or should be trust. There was something comforting about that.

* * *

The Governor kissed her as he lay Lilly down on the bed. She felt him sliding his hands under her tank lifting it over her head. When his hands pulled her shirt to her wrists he interlaced his fingers in hers. She leaned up to kiss him again but he moved back still holding her hands, pinning her down. Lilly looked up at him confused for a moment as he smiled down at her with a chilling stare. Her breath started to quicken as the slow realization set in. He was silent gently stroking her fingers with his, as he smiled down at her and for the first time giving Lilly a good and solid look at who he really was. He was straddling her now, she could kick and buck all she wanted, but it wouldn't get her free. She could call out for help but who would come to her aid? In the Governor they trusted; if anyone came, it wouldn't be to help. His eyes crinkled at the sides, so tender and so gentle, and so ruthless a perfect southern gentleman.

Lilly leaned her head back resting it on the pillow his hands still pressing hers with a vise grip into the mattress. He turned her to her side holding her wrists with one hand. She could break one of her hands free. One hand was enough, her mind raced with ways she could get away, but she didn't act on any of them. His free hand ran down her arm and to her back making her skin tingle where it left. Lilly shuddered not certain how she should feel about the sensation. His hand came to rest on her back and he slowly unhooked her bra. His hand still in contact with her skin ran over her chest. She let out a small panicked gasp despite herself. She heard him chuckle softly. It was then everything finally clicked about how the Governor's mind worked, and why she wasn't trying to get away.

It wasn't about her being helpless; it was about her _knowing_ she was helpless. He could kill her or worse right now, but he didn't. They both knew he wouldn't. It was about making certain that she believed as the people in the town believed. Side with the Governor you live, otherwise you die. It seemed perfect in some awful way. The Governor the monster, and Lilly the murderer both in hell and only ghosts of what they were in life.

He slowly slide the bra up to meet her shirt which was still tangled around her wrists and turned her back on her back never once taking his eyes away from hers.

He took a moment to admire her. "Do you trust me Lilly?" He said lacing his fingers back with hers still holding her down.

Lilly smiled back at him coolly, unafraid. "No."

He chuckled again softly before kissing her neck. "That's my girl." He whispered in her ear.

* * *

**Well we all know where drinks at the Governor's place lead to. I swear I won't go down the path taken by many a Mary Sue, but Lilly's not so subtle daddy complex and the Governor's not so subtle... daughter complex will crop up a few more times this fic (as well as a lot more mental issues these crazy kids have). Also Merle and Martinez will be back as well as Michonne and Andrea and I'm finally getting to stuff that went on in the series. Thanks as always for reading everyone. I hope you enjoy reading this as much as I did writing it. **


	10. Chapter 10 Penny

Lilly slowly woke up, the memory of the past evening setting in. She was in the Governor's bed. She was in _Phillip's_ bed. His name; something she'd learned somewhere in between the throes of passion. Thank God, because if she had caught herself screaming out _"oh Governor!"_ she'd never forgive herself.

She slowly sat up in bed covering herself with the sheet. The Governor was nowhere to be seen. She didn't let it concern her. Lying in bed for hours wasn't really like him anymore than suddenly calling him by his real name just because they made love was like Lilly. She got up with a small smirk and opened his wardrobe.

"_making love"_ She thought. That was one term for it. Another was mutual interrogation. He'd found out that she could be intimidated. She'd found out even _his_ mask wasn't unbreakable. _"Still… fun though"_

She looked through his wardrobe for something to put on. She didn't feel like hunting for her clothes just yet, and not having the Governor here would give her a good opportunity to inspect the place. She pulled out a light blue button down dress shirt, the kind worn by cubical slaves. It smelled like stale soap and clearly hadn't been worn in a while. She'd never seen the Governor wearing it and didn't expect to. The very idea of him working in one of those soul crushing nine to fives as a glorified secretary, made her wince. She'd been through that hell when she talked back one too many times with her commanding officers. Condemned to a life of administration, just as well the world ended when it did.

She pulled on the shirt and rolled up the sleeves to her elbows so they didn't flop over her hands. She looked at herself in the mirror on the wardrobe door. She looked pretty fetching in nothing but the oversized shirt complete with brunette sex hair. Lilly wondered for a moment whether the Governor would approve of the look with a smile. She spent a few moments there just looking at herself realizing how long it had been since she had just looked at herself as a woman. She'd never been one to stare in the mirror wondering if she looked pretty, but now that there was no room for that kind of thing in the world anymore she wished she had. It had seemed superficial then too. She probably wouldn't have done it if she had the chance again anyway. It was the fact that it was yet another thing that never could be done again that bothered her.

Her face fell a bit and she closed the wardrobe door. She walked over to the table where the scotch was and was about to pour a glass when she hesitated. It seemed rude to do this without him even here. Then she rolled her eyes annoyed and poured a glass when she realized she'd out grown social niceties when people started eating each other. She strolled around the apartment sipping the scotch, perusing the furnishings and personal items with a casual but investigative eye. She spotted a picture of the Governor with a woman and a young girl. She picked it up looking at how happy they all seemed. The girl looked just a bit older than Clementine, or maybe about her age now if she was alive.

"_If…" _Lilly thought sadly. She thought about her father, abusive son-of-a-bitch that he was, he had still been family; her only family. Then she thought about the idea of Clementine, dead or worse. Lee was with her, but Lee had also left her for dead. A sound from the other room pulled her from her thoughts. For a moment she thought it was the Governor, but it sounded more like a rattle.

Lilly ran over to the nightstand where her M-9 had ended up and grabbed it. "Hello?" she called out slowly making her way towards the sound. She heard the sound again coming from the other side of a door at the other side of the apartment near the mantel. She held up her gun and reached for the handle. She eyed another photo this one different but of the Governor, the woman and little girl. She lowered her gun a bit.

She turned to the door. "Gov… Phillip?" She heard another rattle but no answer. Polite or not experience had told her always check when she heard a sound but no answer. She turned the handle and found that to her surprise the door was open. Slowly she entered the room dimly lit by a green glow. She could hear bubbles and water like a fish tank. Lilly turned and stifled a yelp when she saw the fish tanks she's heard with walker heads inside. Some of the heads turned their eyes at her. She held her gun closer as she approached.

"Ew." She examined the tanks recognizing some of the faces from skirmishes she'd been in. It wasn't as shocking to her as it should have been. There were orders sometimes to retrieve the heads from a gun battle or walker ambush. She always assumed they were for Milton's screwed up little mad science experiments. Man was a podiatrist. He studied feet; he couldn't be more out of his element if he tried. Still personal home theater of walker heads wasn't exactly her second guess either.

"Guess everyone needs their little hobbies." She said dryly to herself getting close to the tanks and lowering her gun. Suddenly one of the heads jerked in her direction trying to bite her through the glass. Lilly jumped back and fell on her ass. She scrambled over to the wall feeling for the light switch. Once she flicked it on she saw a chair placed right in front of the tanks, and in the corner a cage door. She heard the rattle again coming from the cage.

Every instinct in her was telling her to just walk away. She didn't want to be Pandora and screw herself out of a good set up, but Lilly wasn't the kind of person to look the other way either. She didn't have a problem making a deal with the devil, but she always read the fine print.

Lilly turned about to walk out of the room before she let out a sigh. She turned back around her gun at the ready and walked over to the cage door. Slowly she opened it and waited. Just when she thought there was nothing inside, she was knocked backwards by something that came running out of the cage. It knocked the gun out of her hand and she realized it was a child in a straightjacket and hood hooked to a chain.

"oh my God…." This crossed a line, she could do a lot of horrible things but this was unthinkable. She was about to reach behind to unhook the chain when she hear the child growl in a way no living thing could. Her hand froze over the chain. "no…" She said softly.

The walker rammed its small body at her at the sound of her voice. She jumped back and grabbed her gun pointing it at the walker which pulled on the chain hunting blindly for her. Lily's eyes grew hot as tears began to form in them. Her trembling hand reached for the hood the other holding the gun aimed at the walker's head. She desperately tried to calm herself, but it didn't work. The pieces were already falling together in the back of Lilly's mind, she almost didn't need to pull off the hood, she already knew what or who would be beneath it. She yanked the hood off and saw a little girl beneath it.

It was the little girl from the picture, her skin gray and rotting, her eyes white and cloudy. The girl bit at the air in front of Lilly, still trying to attack her. The walker was so small, nine maybe ten, the same age as Clem. Clementine, who didn't want to take from people even to survive. Clementine who drew a picture of a cat to make Lilly feel better. Clementine, who Lilly had given hair-ties to for her hair when she slept rather than cut it, because even in a world this dangerous little girls should be able to be little girls. Clementine, who for all her cleverness, probably looked like this right now.

The gun fell out of Lilly's hand and she fell to her knees. Her whole body convulsed violently with sobs. Everything she'd been holding in, everything she thought she'd been immune to, broke free at that moment. She leaned back on the arm of the chair her face in her hands still sobbing when she heard the sound of a gun cock from behind. She turned around and saw the Governor wearing only a black pair of trousers his pistol aimed at her. For the first time Lilly saw something she'd never seen in him before, fear. There was pure undiluted terror in his eyes as he looked at her. Part of her hoped he'd pull the trigger, she didn't care if he did. Lilly had had enough, she didn't want to be in a world like this. She looked up at him in silence still sobbing. His eyes ticked from her to the girl then back to her again in a panic.

He ran over to the girl knelt down and held her by the shoulders. "It's okay sweetheart daddy's here," He examined her quickly. "She didn't hurt you did she? No, your fine, everything is fine. It's okay daddy's here, shh." He held the walker's head firmly under his chin despite her thrashing. The Governor pet her hair with trembling hands. He leered at Lilly who had calmed her sobbing and now just stared, tears streaming down her face.

His gaze was both threatening and pleading as he looked Lilly in the eye. Begging her not to hurt the girl, but letting her know what would happen to her if she did. "She's not going to hurt you, baby. It's alright." He pulled away from her still holding her by the shoulders. His breath was shaky as he looked down his eyes still hinted at cold menace. He looked at Lilly once more then turned to the girl. He swallowed dry mouthed. "Penny? You see this lady here?" The girl thrash at him. She'd seen Lilly but she wasn't terribly concerned she was there. "This is a friend of daddy's. Her name's Lilly, she's not going to hurt you sweetheart."

He looked at Lilly again as she slowly rose to her feet. They locked eyes for a moment. It was a smart move, getting Lilly to see the walker as he saw her. A little girl, who didn't do anything to deserve this, with a daddy that refused to bury his child. It was smart, why destroy one of your best guns when you could use it to protect your undead daughter? What the Governor didn't seem to realize was that Lilly couldn't have pulled the trigger even if she had to.

Lilly took a step toward the girl but didn't kneel down. The girl didn't seem to notice as she kept trying to bite her father. Lilly's face softened and she smiled down hoping she didn't start crying again. "Hello Penny…" Lilly said softly .


	11. Chapter 11 Wolves in Sheep's Clothing

Lilly sat in aviator sunglasses on the wall in a fold out chair drinking lemonade. She hadn't seen a biter in nearly three hours.

"Still nothing?" Andrea called up to her.

"Nope." She leaned her head back tilting her shades down. "Say what you want about the apocalypse but it does get pretty damn boring at times." She pushed her shades back and went back to lounging.

"I'll take boring any day." Andrea said with a laugh brushing her yellow hair out of her face.

Lilly smiled and turned to look down at her. "Why don't you come on up? Help break up the monotony."

Andrea climbed up the wall and sat down next to Lilly.

Lilly offered her lemonade.

Andrea smiled. "No thank you."

Lilly shrugged. "Governor said you were pretty bad off when they found you." She turned to Andrea. "How long were you out there?"

Andrea looked distant for a moment. "All winter."

Lilly sighed going back to look at the wall. "Must've been tough."

Andrea inhaled standing up. "It was. It nearly killed me."

"Yet here you stand. I think that says something." Lilly beamed up at her. "So it's been just the two of you since the beginning?"

Andrea looked down at her and could see her own pained expression reflected back at her in Lilly's sunglasses. She turned her head down. "I _had_ a group. We got separated."

Lilly was silent for a moment. "I'm sorry to hear that. I had a group too. We didn't get separated so much as I was left behind."

Andrea was staring down at her hands. "Me too…" She glanced back at Lilly. "I'm sure they went back though I mean… they tried to go back for Merle."

"Yeah he was telling me about that. Hey," Lilly leaned forward touching her arm. Andrea looked down at Lilly with a sad smile. "I'm sure they did and even if they didn't." She leaned back in her chair the sun glaring like cold steel off of her aviators. "It was probably only for the better of the group. We don't pull that shit here. You start saying it's for the group not each person then everyone becomes expendable eventually."

Andrea looked at Lilly. "Can people really afford to think like that with the world as it is now?"

"They have to," Lilly looked at Andrea, her expression unreadable behind the sunglasses. "otherwise life just becomes about the numbers doesn't it?"

Andrea was lost in thought when Lilly jumped up. "Finally." She pushed her shades back on her head. She had a scraggly young male walker in her sights. She shot and got it through the jaw.

"You're a good shot."

"I know."

"Watch out you have two more." Andrea said on edge.

Lilly aimed the gun at the walkers. The first had been a man in his fifties with salt and pepper hair, the other was a small boy not more than five when he turned. Lilly looked up from the scope her face blank.

"They're getting closer." Andrea said repressing the desire to nudge her.

Lilly pulled her rifle back. "Know you sound like you could blow off some steam. You wanna take a shot?"

Andrea waved her hands at the rifle. "I've never shot one of those before."

"But you have shot a gun right?" Lilly pulled out her M-9 and handed it to Andrea. "here."

Andrea took it and aimed at the walkers.

"Probably should go for the taller one first it's closer." She was beginning to sweat pretty badly. She wiped her brow with the back of her arm. "God it's hot" She mumbled.

Andrea shot and hit the older walker in the forehead.

"Ha. A natural. You're a good shot too."

"I know." Andrea smugly before turning to Lilly with a grin like a child who swore for the first time.

Lilly lowered her shades. "Hey Martinez," She called to Martinez who was sitting at the other end of the wall.

"Look after my girl." She put her hands on Andrea's shoulders. "I need to use the little girls' room."

"You got it boss woman." He said as though he'd taken his eyes off Andrea for a second since she climbed the wall.

Lilly jumped down off the wall. And walked down the street. Her entire body tensed when she heard Andrea shoot the boy walker. She paused for a moment then kept walking. The Governor stood at the end of the street. He didn't even look up from what he was doing as Lilly passed, but slowly excused himself from the person he was talking to and walked after her.

* * *

"Well?" asked the Governor as they walked.

"Well what?" Lilly smirked.

"Well what do you think of our new arrives?"

Lily almost laughed. "Stop asking as though my opinions ever sway your decisions."

He began walking in front of her backwards taking long confident strides never once looking behind him. "You're a hell of a judge of character Lilly." He stopped blocking her path. He put his hands in his pockets. "A little too good sometimes." He said softly with a smile. "If you have any concerns or thoughts I'd like to know."

It was moments like this when Lily became most wary of the Governor. Watching him mow down a bunch of soldiers to steal their supplies after waving a white flag? No problem. She almost admired it. It was the way the world was now. There was either cunning or dead. Right, wrong, good, bad; none of that mattered now, there was only survival. But moments when he seemed warm, kind almost tender? Those moments were the moments she had to be battle ready because those moments were the lie. The worst part was, even knowing that she still wanted to believe that lie.

She sighed and folded her arms. "I don't think they have a group, or at least not one we have to worry about. The blonde's tough. Not as tough as the other one, but she can shoot." Lilly paused with a smile. "and dumb as a post. I like her, she won't start trouble where she shouldn't The other one though..."

Now the Governor sighed. "The other one though…" He repeated.

"The one who keeps asking about her weapons, the one who hasn't un-tensed a muscle since she got here." Lily's smile left her face.

The Governor's brow furrowed. "Michonne."

"She could be trouble. She's lethal, suspicious, and it doesn't look like she plays well with others."

"Sounds like someone I know." The Governor grinned as Lilly rolled her eyes. The two began walking again. "She could be a great asset."

"So is a Rottweiler, not going to do you a damn bit of good though if you can't keep it on a leash" Lilly tapped her foot. "I'd keep an eye on her."

"Good idea."

"What?"

He winked and smiled. "Show her around town a bit." The smile was still on his face but his eyes were hard. "then report back to me and let me know how she's _fitting in_."

He'd been planning this the whole time he'd spoken to her, and Lilly just fell right in.

"I've got a meeting with Milton, I trust you can handle yourself." He said putting a hand on her shoulder.

"Yes, sir."

"That's my girl." He said before walking away.

As Lilly watched him walk away she thought about how she had described Michonne. Lethal, suspicious, doesn't play well with others. Can't imagine why.

* * *

**Yeah... Lilly is an evil manipulating bitch, but she's our evil manipulating bitch. Sorry this was so short gang. I'm hoping to have this fic finished by next week.**


	12. Chapter 12 Alone

Michonne walked down the street. She could feel a pair of eyes looking at her the entire time. Not surprising, everywhere she walked every one of these mindless sheep looked at her like she was some kind of predator. She crossed the street and into and alley. She crossed her arms and leaned against the wall waiting for the person following her.

After a few minutes Lilly strolled into the alley. She took off her aviators and folded them into her tank leaning against the opposite wall. "Finally." She said looking at Michonne. "If I'd have known you were going to take this long about it I'd have just worn a sign saying 'I'm following you' around my neck."

Michonne just glared at her. She didn't like this girl the minute she'd met her. She wasn't like the others. Michonne could tell by looking at her she was military, she stuck out and was probably one of the few people who knew the way this place was really run.

"This was daring. A blind alley. No way out from an armed attacker. Stupid really… or very confident. Depending on how you look at it. Michonne, right?" Lilly said coolly. "I don't think we've officially met. I'm Lilly." She held out her hand but Michonne didn't even look at it.

"One of the Governor's lap dogs." Michonne said.

Lilly's face twitched before it became calm and blank. She retracted her hand and shoved it in her pocket. "In some circles." She turned her head looking out at the crowd. "What were you in life Michonne?" When she didn't answer Lilly decided to press further. "A cop?" She glanced over at Michonne looking her up and down. "Drug dealer? Thug of some kind?" She said with a grin.

"A lawyer." Michonne bit out with a scowl.

Lilly let out a laugh despite herself. When in doubt always go for someone's pride. She didn't particularly like pulling a Merle but it got results. "Sorry, sorry it's just so…" She looked Michonne in the eye. "Perfect. I'd have thought PI or profiler personally but… lawyer. Yeah it fits." Lilly smiled softly still looking directly at her. "You're used to seeing through liars."

Michonne smiled but there was nothing kind about it. "You're more direct than your friend."

"He's not a friend, and covert isn't my thing besides," she stretched her shoulders a bit folding her arms. "Not much point with you is there?" She paused for a moment. "You'd be safe here, you know. That won't change anything will it though?" Lilly looked down knowing she wouldn't get a response. "Why do you want to leave?"

Michonne pulled her leg up and raised her brows. "You see right through him, why do you want to stay?"

"I remember what it was like out there. Squatting or sleeping in dirt, no food, no water. Waking up every day wishing you could have just died in your sleep. Never knowing if today would be the day that a few biters ate you alive, while you screamed for help," Lilly looked back at Michonne. "alone. Trust me you leave you _will_ be alone. Your friend may not be too bright but she's smart enough not to look a gift horse in the mouth."

"A nice gift horse for everyone who keeps there head down and their mouth shut." Michonne said scowling.

Lilly sighed glancing out at the street and the sun. "That's the way a society works." She smiled at Michonne. "Don't act like you didn't know that. You're a lawyer after all." She pulled her sunglasses off her tank and putting them on. She walked out into the sunlight then turned toward Michonne her expression unreadable behind her sunglasses. "Since you're so dead set on leaving you should know." Lilly paused. "People never seem to survive long outside of this place."

Michonned glared at her. "That a threat?"

"No it's warning. You seem like a badass woman who doesn't take shit. I'd really hate to hear something happened to you because you weren't on your guard."

Lilly sat looking out the window playing with her switch knife. Looking at the people so complacent so content. A mom with her two children walked by. Lilly looked down waiting for them to get out of sight before she went back to staring. She'd been sitting in the Governor's office/apartment for nearly an hour waiting for her _audience. _She could hear him speaking to some of his men. She tuned in from time to time. It wasn't anything important. She hated being in this place, knowing a dead girl was in the other room with a whole bunch of walker heads. She hated being one of the only people who knew.

"Alright boys listen, we can finish this later." He said shooing them out the door.

"You're a popular man Gov." Lilly glancing at him.

He sighed looking up. "A heavy burden." He smiled walking over to her. "Though it does have its perks." He tilted her head up and leaned in to kiss her. Lily quickly moved her head away, then got up and walked over to the round table pretending to look at… anything.

The Governor frowned for a moment before his face calmed. "What did you find out?"

"She's been poking around." Lilly sat in a chair at the round table.

The Governor sat down beside her. "And?"

"And the sooner you put a bullet between her eyes the better." Lilly said harshly.

"You don't think people would notice?" He said with a smile.

Lilly glared at him. "Doesn't matter if they do. They're too soft anyway."

He sighed again getting up. He walked over to the window and looked out for a moment hands on his hips. "I'll think about it." He turned back to her. "What are you doing tonight?"

"Wall duty." Lilly said tracing the grain on the table.

"Why don't you stop by? Take the night off, you've done nothing but work lately." He said in a soft and gentle voice.

"No I'm fine thanks." Lilly said it a lot blunter than she meant to, and she could feel the cold and evil glare without even looking up at him. She laughed. "Besides," She looked up at him with a grin. "Isn't there some pretty blonde new girl you'd rather invite over to your humble abode?"

When she looked up at him his face didn't change he stared at her with the same cold and threatening menace she'd pictured in her head. Slowly he walked over to her and she began to look back down at the table. He stood close to her, so close she could feel the heat coming off of his body as he towered over her.

The Governor gently moved a lock of hair behind her ear tracing his finger around her ear as he spoke. "That wouldn't bother you?"

Lily chuckled pulling her head away and fighting the urge to rub her ear off to make the terrible sensation go away. "Of course not." She looked up at him determined not to be afraid as she sat there in his shadow. "I'm the girl you take into the battlefield. Not the one you take home to mom."

He stared down at her for a moment still steely eyed before smiling and giving and inaudible laugh. "You're one of a kind Lilly, I'll give you that." He leaned down and kissed her.

Her fists clinched and her whole body stiffened like a board.

He broke away only inches from her face looking her in the eyes. "Take the night off anyway, you haven't been sleeping lately."

She inhaled sharply as he let her go and walked over to his desk. "We're finished here." He said as though it were an afterthought.

Lilly got up and walked out. When she was outside she began violently rubbing her lips with her shirt. 


	13. Chapter 13 Cold

**Disclaimer: I own nothing of the walking dead tv show, comic, or video game**

**Counting down to the season finale gang, and the end of this fic. Those of you who are not big gamer and don't mind spoilers might want to pop over to youtube for a walkthrough of the walking dead video (The ones without commentary are like watching the show... and are pretty good actually 0.o). It will fill you in on a few things in this chapter as well as others.**

**As always thank you so much for reading guys.**

* * *

"Shit it's cold." Martinez said rubbing his arms as they walked through the snow.

"Well it's not Cancun," Lilly said as they walked back to the truck. "but it's not sitting at the wall either, count your blessings."

"What the hell is that supposed to mean? 'It's not Cancun,'" Martinez said glaring at Lilly

She stopped. "I mean it's not warm. Like Cancun."

"Like Mexico you mean?"

Lilly sighed a big puff of dragon's breath. "for the love of… Caesar lighten up will you."

"Sorry," Martinez said as they walked again. "I've been hanging around Merle too much."

"Yeah I can tell. We're not all stupid rednecks you know."

"I know it's just ya'll look alike sometimes."

Lilly responded with a snowball. Martinez threw one back but it missed before they got to the truck parked about a football field away from the prison. Merle stood clad in dock martins and a black hooded puffer coat on top of the pickup truck.

"Well?" Lilly said looking up at him. She'd been wearing a men's duster that tented on her. Not the most flattering look but the selection wasn't as broad as she would have liked.

"Ain't fucking happening." Merle said staring through the binoculars.

"hm. Now when you say 'Ain't fucking happening' do you mean 'ain't fucking happening because it's impossible' or 'ain't fucking happening cus I'm chicken shit'?"

He glanced down at her. "Both." He swung the binoculars over his arm and pulled Lilly up on top of the truck before handing them to her.

Lilly peered through at the prison as Merle spoke. "Assuming we get through the yard, we don't know the layout inside. There'll be walkers inside. A lot of 'em"

Lilly looked at the prison yard that was practically infested with biters. "How many you think?"

Merle shrugged. "Fifty, hundred, more? Probably the whole damn prison. Can't imagine the national guard was thinking about rescue here." Lilly caught the bitterness in his tone.

She glanced at him. "We can't all have brothers like yours."

Merle smiled, but he looked down.

She sighed taking one last look through the binoculars. "hundred walkers and we're going in blind."

"What do you think?" Martinez asked.

"Ain't fucking happening." She said handing the binoculars back to Merle.

"Why does the Governor want this place anyway?" Martinez said leaning on the truck.

"We had a scare about a month ago when walkers broke in and killed some of the livestock." Lilly sat on the hood of the truck rubbing her eyes.

"What's that have to do with this?"

"Nothing. Food and ammo aren't our problems, but if a case of pneumonia breaks out we're fucked." She glanced behind her even though she couldn't see the prison for the trees. "That place has an infirmary. Most of the town drug stores and hospitals have been picked clean for thirty miles."

Martinez mulled what she said over in his head. "I still don't see what that has to do with the livestock?"

"Insurgency." She glanced back at Martinez. "If people do start dying we'll have to put them down. If we do that there might be panic. If there's a panic we'll need to keep the peace." She paused looking off into the bleak white of the forest. "by force if necessary." She pulled on leg up as she sat on the hood looking back at Martinez. "It's something he's always known, but the livestock scare made him realize it could happen a lot easier than he thought." The three of them were silent. "Let's get out of here this was a waste of time."

"We got one." Merle said pointing to a walker heading toward them, a small boy.

Lilly drew her gun and had the walker in her sights when she realized her hand was trembling. She holstered the gun.

"What you waiting for an invite?" Martinez said holding his gun.

"My hands are shaking cause of the cold and a gunshot would just attract more. You wanna bitch? You take care of it."

Before another word was spoken by either of them Merle tossed a knife straight through the walker's head. "Bunch a pussies." He muttered jumping off the truck and yanking his knife out of the walker's head. Lilly avoided looking at the body.

"I'm driving back." Martinez said.

"Over my dead body." Lilly said getting into the driver's seat.

"Shotgun!" Merle yelled.

"Fuck!" Martinez groaned getting into the bed of the truck.

Once Merle was inside he looked over at Lilly. "So what are we telling the Governor?"

"We?" Lilly said with a smirk. "You tell him. 'Ain't fucking happening' I believe it was."

"Whoa, whoa you can't make me the bearer of bad new on this." Merle turned to her holding his hands up as though pushing the situation away.

"Why not you're his Lieutenant, it's part of your job description."

Merle cocked his head to the side. "Well I just think it's the sort of thing that might sound better over pillow talk."

Lilly's eyes widened. She looked over at Merle then without warning swung her fist up breaking his nose.

"Jesus fuck!" He screamed grabbing his nose as it gushed blood.

Lilly pulled out her switch knife and held it to his throat. Merle jumped back leaning against the passager door blood still pouring from his nose. "You ever say that shit to my face again I'll cut you up and feed you to the biters myself."

"Calm the fuck down Lilly." Merle said eyeing the blade.

"Martinez" She called never taking her eyes off Merle.

"Yeah?" Martinez turned and looked at them through the back window.

"Seat just opened up in the front."

"Nice." Martinez said hoping out of the bed.

"Oh com'on Lilly." Merle said with his best puppy dog eyes.

"com'on nothing, just be happy I'm not making you walk back." She said putting away the blade.

Merle rolled his eyes tapping the blood on his lip. He cursed as he opened the door. Martinez looked at him in disgust.

"Damn man what did you do?"

"Just shut up and get in the car." Merle hoped in the back bed.

Martinez got in and looked at Lilly. "What did he do?"

Lilly turned the ignition with a smile. "He lost his shotgun privileges."

Merle hit his fist against the back window. "Let's go" He yelled as the truck took off.

* * *

"You're so cute." Martinez laughed as he walked by looking up at Lilly still sitting on the wall.

"Quiet" Lilly said in a low growl. She coddled her rifle and tapped her foot as she sat not taking her eyes off the road. Dusk was approaching and Merle still wasn't back yet. He'd taken a group of rookies with him to hunt down and kill Michonne. It didn't sit well with Lilly, She'd requested to go, almost begged.

"_I want her head back in one piece, Lilly. Stay here."_ The Governor had said snidely with a laugh. He seemed to enjoy those small victories now more than ever.

"_Now, now daddy knows best."_ Lilly thought bitterly. The Governor, the world's worst father keeping his daughter's corpse in a cage, like some sick security blanket. How nice for him, his little girl never able to talk back, never able to do on her own, never able to grow up and go away. They all had their ways of coping but keeping you're dead child around with the hope of fixing her bordered the insane.

"You're still waiting on him?" Martinez asked annoyed.

"It's nearly nightfall. They should have been back by now." Lilly had been on the wall since they left, and she wouldn't feel safe until Merle came back with Michonne's head in a sack. She was furious that the Governor wasn't taking this threat seriously. She couldn't tell whether he genuinely did not see how dangerous she was or he was doing it just to spite Lilly. She prayed it wasn't the latter.

"They're fine. It's Merle for fuckssake."

Lilly was still and just kept watching. Martinez sighed and was about walk away when she yelled.

"Hey we have a car!"

"Is it them?" Martinez climbed up the wall to see.

"No, no it's a different one." Lilly said aiming her gun. Martinez picked up a rifle and aimed it at the car.

The car began honking its horn and waving a white flag.

"Should we shoot?" Lilly asked

"They're waving a white flag."

"That's a yes right?"

Merle stuck his head out of the back window. "Don't shoot!" he yelled.

"What the fuck?" Martinez said lowering his gun. "Quick open the gate!" he yelled jumping down.

"Hang on" Lilly yelled but was ignored. She jumped down as they opened the gate. "Why the hell is he in a different car?" She muttered to Martinez. The car pulled up and stopped. Both Lilly and Martinez peered at the two new faces with Merle. A young Asian boy, and a beautiful brunette that Merle had with Shania to her throat in the back seat.

Lilly's eyes widened when she saw the boy's face. He glanced at her with the same look of shock.

"Dammit Merle can we let you out for five seconds without you bringing home strays." Martinez laughed as Merle handed the beautiful girl to him. "What happened to the others?" He said putting a hood over her head.

"Bitch killed him that's what!" Merle said dabbing his nose which was bleeding pretty badly.

"Don't hurt her." Glenn commanded. "Merle I swear to God-"

"Go ahead, he ain't listening." Merle looked at Lilly. "Where's the Governor? I need to talk to him."

"He's indisposed at the moment but you're more than welcome to call on him." Lilly said with a gun pointed at Glenn.

"Oh that what they're calling it these days?" Merle said wagging his tongue.

"You're disgusting Merle." Lilly said with a grin before turning to Glenn. "Out." She commanded softly.

Glenn glared at her before getting out of the car then putting his hands up on the door.

Lilly quickly frisked Glenn before tying his hands behind his back. "Oh hey stop by infirmary before you go see the Governor you look like shit."

"Yes sir, Pussy Cat." Merle said giving a salute.

Lilly rolled her eyes then turned her attention back to Glenn. "Small world huh?" she whispered to him before putting a hood over his head.

* * *

Lilly walked into the interrogation room where Glenn was being held and sat on the table in front of him. The two just stared at one another for a long time before Lilly finally spoke.

"So how ya been?" Lilly said like a giddy school girl before going back to her usual cold repose. "You know we had bets running on you, if you'd even make it to Atlanta." She paused. "You owe me fifty bucks."

"By you do you mean you and your dad? He's the only person who'd put up with you. How is the son of a bitch lately?"

"Dead." Lilly said her expression unchanged. "Kenny killed him."

Glenn was silent for a moment. "I'm sorry."

"No you're not." Lilly smirked. "Hell if he wasn't my father I wouldn't be either. It's done now." Lilly held up her arms eyeing Glenn. "But look at you. You've come a long way from the dorky little weasel you were before. Saw that pretty girl you were with, way out of your league. Kudos."

Glenn just glared at her so she stopped joking around sighed and got to the point. "Listen Glenn, Merle just wants to find his brother. Family means a lot especially now." Lilly said softly. "You say where he is now and we'll let you and your girl go." She paused, her expression growing dark. "Otherwise… you're still going to tell us, but it's going to hurt a lot more between now and when you do."

Glenn looked up at Lilly for a moment. "You've always been a bitch Lilly, but I'm not the only one who's changed."

Lilly let out a sad sigh and looked off. "You and your girl pulled a gun on him." She looked down at him. "Before that you left him chained to a roof top for the biters. I'm a hard ass but that was just fucking cold." Lilly was hoping desperately that that would tug on some guilt in Glenn it didn't. He stayed cool, calm and silent as he sat tied to the chair. He really had changed. Lilly took one final look at him. "I wish you had died Glenn. You used to be such a nice boy." She stood up and tussled his hair. "Good luck champ. You'll need it."

Lilly walked out of the room and after closing the door looked at Merle.

"Your honey work this time?" Merle quipped though he was anything but amused.

"Oh you know me just sugar and spice." She leaned on the door. "He has a group, they must have a secure spot and supplies, because he's pretty damn tightlipped."

"What about Darryl? Does he know where my brother is?"

"He didn't say he was with them but," Lilly looked at him. "The more interesting thing is that he didn't say he _wasn't_ with them."

Merle looked annoyed. "How the hell does that help us?"

"He knows what's coming, moreover he know what will happen to the others when we find them. If we were after just looking for one man he let us know pretty quick that Darryl wasn't with them." She paused. "I think your brother is still with that group."

Merle didn't respond, but Lilly could see some subtle change. She'd known Merle for over a year now, the past year had been as good as ten. They'd been siblings in arms watching men kill and get killed together. Merle may have horsed around a lot, but it was the first time she'd seen genuine warmth or hope in the man the entire time she'd known him.

Merle's face suddenly hardened. "What about the girl?"

Lilly felt a small knot in her stomach. "You know what," Lilly looked around rubbing her face. "Let's try to keep her as a last resort. This is already going to be ugly. No point making it uglier than it needs to be."

Merle grinned wide. "You're just a big softy ain't ya Pussy Cat?"

"Yeah the softest." She said sarcastically before nodding to the door. "Do what you gotta do man."

Merle was about to open the door. When she touched his arm. "Merle… if your brother is alive and he's with them, 'them' being not Woodbury…" Lilly was trying to get the point across without saying what she knew would probably happen. "Loyalties might get questioned, get me?"

Merle held his hand on her as it touched his arm. "That's cute of you to worry sweet heart."

She quickly withdrew her hand looking sternly at him. "You watch your ass." She warned her face concerned.

"You watch it." He winked at her as he opened the door and walked in.


	14. Chapter 14 Everything Dies

Lilly had gone out for some air. That was her excuse really she'd gone out for target practice at the wall. She already knew what Glenn had in store for him. That didn't both her, it should have but it didn't. She went to the wall to do what she had been trying to do for the past few weeks, purge herself of her last shreds of humanity. She didn't tell the others the issues she'd been having trying to shoot child walkers. How she shook, and sweat; how she saw Clementine, Penny, or who every that girl had been in the warehouse. When she shot, she pictured loved ones, her father, the few friends she'd had, and the disturbing part was every time she did it got easier, and she knew one day she wouldn't even hesitate. She hadn't decided on how she felt about that yet, knowing that gradually she'd be even harder and colder than she was now. Who had time to worry if they were becoming a sociopath anyway?

She popped off a few walkers with her 'method' before there was a lull and she decided to go and see how the interrogation was going. Lilly walked down the hall just in time to see the Governor dragging the pretty girl topless into another room.

Lily froze her stomach lurched. She darted down the hall before Martinez blocked her almost knocking her down. "What the fuck is this?!" She hissed at him.

"Lill chill out!" he hissed back.

When the Governor came back out she glared at him he and the other brushed past her. She grit her teeth, then followed them. When they were out of the building she ran up viciously grabbed the Governor's arm "You wanna tell me what the fuck that was?"

He glanced at the others giving them a nod and they walked away. He yanked his arm out of Lilly's grip. "Effective interrogation something neither you nor Merle can handle apparently."

Lilly smiled bitterly still glaring daggers into him. "Really?" She wiped her mouth trying to repress her bubbling rage. "I never would have thought the all powerful Governor would sully his hands with that kind of work."

He smiled sweetly at her. "It wasn't that bad actually. Really, Lilly you complain about it too much."

Lilly was silent for a moment. "You're a fucking disgusting monster." She growled her voice low and hate filled. "It's one thing getting your hands dirty, it another altogether to wallow in the filth." Her eyes burned hot but she wasn't crying. "and you enjoyed that."

The Governor looked genuinely surprised. Then the surprise quickly turned to amusement and he walked slowly toward her. He reached out to left her chin. She jerked her head away, but he grabbed her jaw forcing her to look at him. "Don't be jealous, Lilly." He said with a smug smile before all of the warmth drained from his face and he stared down at her with a deadly threat. "It never does end well for you."

Lily smacked his hand away and they both glared at each other for a moment before he turned on his heel and walked away.

* * *

"My son is dead because of him!" Ben's mom was screaming at the top of her lungs. Jones was holding her back trying not to hurt her.

"Lady, if you don't shut your mouth I'm going to give you something to cry about!" Martinez shouted cocking his gun.

"Martinez!" Lilly screamed, as she spun around to look at him. She ran over to the woman who was a wreak on the ground. "Listen he died defending this place. He did what he had to he was very brave." She lied. If the woman hadn't bought it from the Governor she sure as hell wasn't going to believe her.

Instead the woman didn't even acknowledge what Lilly said. She just looked at her with panic her eyes red with tears. "His body…" She whimpered. "Where is his body? I have to see it…" She began sobbing again. "He needs a burial!"

A burial… dead rising to kill the living, people murdering people for the most basic survival, and she wants a burial. Well ok but only if your son promises to stay dead this time. Lilly tried not to roll her eyes. "You don't want to see it." She hissed under her breath. She turned to Jones. "Take her to the infirmary give her something to calm her down then take her home." She turned back to the woman. "It's going to be ok." She tried her best to look reassuring, but Lilly wasn't the comforting type, and it was saying a lot about the state of things when she was the one instilling hope in the masses.

"_Where the fuck is Andrea when you need her…"_

Jones helped the woman up and guided/forced her toward the infirmary. Lilly watched them for a moment before turning to Martinez. "This is a fucking disaster." She put her hands on her hips frustrated.

"Tell me about it." Martinez said shifting his rifle. They were standing guard outside the Governor's home. Most of the battle ready people were parked outside, in case of Michonne, Darryl, or a hysterical mother with a dead son decided to show up.

"I'm going in to talk to him." Lilly said before Martinez stopped her.

"Lills… that might not be such a hot idea." Martinez stood in front of her. "You saw what he did to Merle."

* * *

Yeah in a manner of speaking she did. They had gotten ambushed, as predicted and ignored by Lilly. Nearly their entire unit, all by one man. Amid the chaos and the biters, she'd seen the Governor yank Merle into the building. A short time later she heard a gunshot and saw the Governor emerge. The end to Merle Dixon or so she thought. She'd been pissed. He'd been shooting at them as if… as if these people weren't friends before all this shit started.

The Governor had called out to her, but she didn't listen when she walked inside she saw why he didn't want her to go in. Merle lay on the ground, beaten his back bent back too far, a gunshot to the chest. It was that final detail that stuck with Lilly. She pulled out her handgun and aimed at his head before she heard the cock of gun from her left.

"Put the gun down, Lilly." The Governor's voice said coldly.

She didn't take her eyes off Merle. "He'll come back. I'm just tidying up."

"I know he will."

Lilly's head shot in the Governor's direction. He looked even more intimidating now that he'd lost the eye, but she could see he would have no problem gunning her down. "Let his brother take care of it."

"You can't be serious." She said almost breathless.

"He betrayed us Lilly, all of us."

Lilly felt her heart sink. She remembered back to the night they were attacked. The Governor gave Merle to the mob. The man they worshiped and cheered days earlier was now the man they wanted dead, Blood thirty turncoats. Her head was spinning. The Governor forced Merle to kill his brother to stay in the fold. She wondered if it was true. If Merle had found a way to contact him and was planning on taking Woodbury. Everything happened so fast. The lasting thing she remembered was her disgust at the sound of the crowd, her helplessness. Merle looking in horror at his brother then spotting her in the crowd and blowing her a kiss. Before she knew it they were back to back fighting Martinez and the other people she could loosely call friends. She'd have joined in the fray too if she knew who's side she was on.

It was only after the smoke cleared, literally, that she became aware of everything. Michonne, Darryl, the prison, the Governor's eye and Penny. It was the last part that had been what she focused on, the part that let her know things would never be the same. None of this was fair, but Lilly didn't deal in fair she was concerned with the practical. "We killed his brother, we leave him a walker brother in Merle's place." She locked eyes with the Governor. "There'll be hell to pay."

"We're fighting a war," The Governor said coldly and to Lilly's surprise putting the gun down. "Or did you forget about the men he just killed?" He slowly walked over to her and lowered her hand holding the gun. "We need to send them a message. You can't let this get personal." He tried to take the gun out of her hand but she held tight then holstered it.

She bitterly chuckled. "Don't kid yourself, Phil." She glared up at him. "All this is, is personal." She walked past him and into the passenger side of one of the jeeps.

* * *

"He's…" Martinez began shaking his head.

"Out of his fucking mind, yeah I noticed." Lilly rubbed her face anxiously.

"He might kill you if you walk in there now." Martinez's brow pulled up at the center in concern.

Lilly smirked. "Look at you worrying about lil ol me."

"I wouldn't have anyone to nag me if you kicked it." Martinez said returning a weary smile.

Lilly looked down for a moment. "We're all dead tomorrow anyway."

They were both still for a few minutes.

"Keep watch. Wound if you have to but don't kill. The last thing we need is a biter outbreak, we're also going to need all the cannon fodder we've got."

Martinez looked down at his feet visibly chilled by what she said. Lilly sighed cursed under her breath then walked inside.

Lilly knocked on the door to the Governor's apartment. There was no answer. "Sir?" She called but still heard nothing. She wet her lips her face pained. "Philip, let me in."

"I'm busy Lilly." She heard in a low voice.

"Don't care I'm coming in." Lilly cautiously opened the door. Inside it was a mess papers everywhere and a myriad of weapons and tools, some practical other simply terrifying. She slowly walked in navigating her way around the debris. She looked around but the Governor was nowhere in sight.

"Philip?" She called out.

"I said… I'm… busy."

Lilly walked toward the room she'd avoided for so long. The door was open and sitting there inside was the Governor. He leered foggy eyed at the tanks nursing a glass of scotch. He looked like a man Lilly had never seen before. His hair was amiss, he had a five o'clock shadow. His black button down shirt was wrinkled the first four buttons were undone and he was gripping the glass so tightly she was certain it would break at any moment.

Suddenly his head shot to look at her. "Didn't you hear me?!" Lilly jumped. She could see from the dark circle under his one good eye that he hadn't slept in days.

"People are concerned about you. They think you're losing your grip." Lilly paused. "I'm one of them."

He chuckled musing into his glass. "Losing faith in me are we, Lilly?" He stood up with a frighteningly bright smile. "How about a drink." He said as he brushed past her to the liquor cabinet.

"I'm fine, thank you." Lilly said following him as he grabbed the bottle and walked over to the round table.

He leered down at her. "I didn't know I was asking." He said coldly slamming a glass down on the table. "Sit down." When she didn't move he advanced until he was only inches from her. "sit… down." He voice low and terrifying.

Lilly complied never taking her eyes off him. He glared at her for a long time then began to pour but the scotch missed the glass. Lilly's hand shot over moving the glass to catch the rest of the scotch. Her stomach was a knot. She inhaled sharply as she closed her eyes.

"I lose more scotch that way." He said with a soft bitter chuckle as he sat down next to her. "Sorry depth perception isn't what it used to be." He smiled gesturing back and forth with his two fingers at his eyes. He may have been smiling but there was nothing comforting about it. In fact Lilly was certain he was doing it to _make_ her feel uncomfortable.

He looked at her calmly knowing she couldn't meet his eyes. "Now ask me again to hold off on the attack."

She glared at him. "Hold off on the attack." For a moment she wondered if he'd done it on purpose, but he'd never openly show weakness unless he could use it against her. It upset her but it didn't make her think he was any less dangerous, it sure as hell didn't make her pity him.

He laughed. "Ah that's my girl. Lilly, my lovely loyal Lilly." He reached out to touch her face but she turned away. He frowned. "You're not drinking."

"I said I didn't want it." She bit out.

"Drink it!" He commanded.

Lilly's jaw tighten. She grabbed the glass and downed the shot in one go before slamming the glass back down on the table.

The Governor watched her with smug satisfaction as he sipped from his glass.

Lilly coughed a bit when the scotch hit her stomach. She dabbed the scotch that had spilled on the table. "Loyal… You've questioned everyone's loyalty but mine. Merle, Andrea, Milton, never me though… why?"

"It's hard to lose someone's trust if you've never had it."

Lilly smirked. "Amen." He was about to pour her another glass when she held up a hand stopping him. "May I?" He laughed silently before gesturing with his hand for her to proceed. She stood up and poured herself a glass, but didn't sit back down rather she leaned on the table. "Did you always solve your problems with alcohol before the world ended?"

He laughed. "It never _solved _anything," he took a sip. "but it did help."

Lilly stared into her glass. "This continues much longer it's only a matter of time before insurgency gets the better of people. Someone will try to take power over this place." He was silent so she continued. "Do you even care? Are you so dead set on vengeance that you'll let this whole place crumble?"

He glared up at her. "We've lost men Lilly, Haley, Ben. None of that matters to you?"

"That isn't what this about." She bit out. "You could have just raided the prison before. Why didn't you?"

"Andrea felt it could be resolved peacefully. I agreed." He said casually.

Lily scowled. "Bullshit."

The Governor made a small laugh and grinned at her.

Her scowl deepened. "Just like that negotiation."

"That what Martinez said?"

"Didn't need to." Lilly could feel the tension building in her body. She'd have to keep her cool in this, something she was never very good at. "I wanted her dead from the beginning… and I want her dead now." Lilly said softly. "That won't be enough for you will it?"

"I was very attached to my eye, Lilly." He finished his glass and was about to pour another when Lilly grabbed the bottle. She poured some scotch in his glass. She handed it to him but pulled back when he reached for it. "But not as much as you were to Penny." She said sympathetically handing the glass to him.

The Governor took the glass stared at it for a moment calmly before throwing and smashing it against the wall.

Lilly almost jumped out of her skin. Knowing that Penny was gone meant that Woodbury would go with her. Lilly had long ago realized this place, everything the Governor had ever done, good or bad, had been atonement. A way of making up for daughter he could never save. The town with its false sense of safety, the belief in a cure, it was all of a way of building a kingdom for his little princess when she came back. This time he'd do it right. The only problem was there was no _this time. _Penny was already dead, and had been well before Michonne got to her.

Lilly stood there trying to steady her breath. She looked at the wall where the glass shattered into a million pieces. "You get her, you kill most of us doing it, you torture her, for a month, a few years? Then what?" No need to say which _her_ she meant. They both knew. "The pain will still be there when all of this crumbles, when it isn't enough, when you decide to take it out on the cowboy for the daughter and son you don't think he deserves." Her eyes ticked to him. "If that part hasn't started already."

The Governor stared back at her brutal almost inhuman, his head cast down, the one eye looking up at her dark and mad. "Do you know how I feel Lilly? You've been through it all before. The tragic leader, watching your father die? You've never lost a child, you don't know what pain is."

"I've lost all my children." Lilly said coldly. "I never wanted any before all of this. I caught myself thinking of names the other day. Clementine, I'd name my daughter Clementine. Then I realized I'll kill myself before bringing a child into a world like this."

The Governor tilted his head down covering his eyes with his hand. Lilly moved closer but didn't look at him. "I watched my father die, but I only had to do it once." She felt his arms snake around her torso as he buried his face into her belly. They were slinking along her back beneath her tank top making her whole body grow rigid. She was just about to force him away or try to when she felt him trembling next to her. Lilly's body relaxed and she rested her hand on his head gently running her fingers through his hair. She could hear and feel his muffled sobs as she stared off into space. She thought about her life, her dad, the Governor, the switch knife she'd concealed in her back pocket, the quick clean kill wound it would make in the back of his neck, Andrea, Milton, Merle, Penny, Clem, Caesar, and… Woodbury. "_It was nice while it lasted"_

"Stay." She heard the Governor say as he lifted his head to look at her. "Tonight," His lone eye was red rimmed and tired. "Please Penny just stay here for the night."

Lilly looked down at him certain she'd cry, but she didn't. She probably couldn't anymore. She didn't know whether he realized what he said or he didn't, but it didn't matter. She nodded and managed the best smile she could. "Okay."

She walked with him over to the bed and lay down with him. Nothing happened that she was quietly dreading would happen instead for probably the first time in a while he fell asleep. She lay down next to him watching him as he slept, knowing that tomorrow by her hand or someone else's Philip Blake would be seeing his daughter again.

* * *

**Well gang all good things must come to an end. The next chapter will be the finale. Thank you so so much to everyone who read and for the reviews which meant the world to me. Also for those of you wondering, no Lilly has an idea of what the Governor is like so she knew he was going to torture Michonne and probably the others, but she never did see the actual chair and torture chamber, look she already has a barely believable spidy sense but she can't know everything.**


	15. Chapter 15 Clementine

The bus pulled into the prison. Slowly the former citizens of Woodbury walked out. The last of which was Lilly followed by Michonne who eyed her in silence the entire trip. Lilly surveyed the lay out, it reminded her of the motor inn in a strange way. Makeshift fortified, part of her wanted to turn around and just walk back, but it wasn't like she had a choice about this. She glanced back at Michonne feeling her eyes burning through her back. This was delightful, she couldn't wait until she saw Glenn.

She looked up at the massive gray structure oppressive, cold, dirty. Never in a million years did she think she'd miss the plastic suburban cut out of Woodbury. She felt herself becoming light headed, the sun seemed oppressively bright. Everything started to fade as she fainted into darkness.

* * *

Lilly was awakened by the sun shining in through the window. She woke up in the Governor's bed, alone. She sat up straight, her head darting around. She moved and felt the crunch of a piece of paper beside her. Lilly jumped out of bed quickly scanning the letter. She cursed and went darting out the door. The letter fell crumped to the floor written on it were just two words _"Trust me"_

Lilly ran outside. There were no jeeps, no cars, no people. She ran her hands through her dark hair trying not to start screaming. She spun around and punched the door of the apartment complex almost breaking her hand. She fell to knees smacking her hands on the ground. She'd missed her window, on the field friendly fire, if a bullet hit the Governor, none of the Woodbury morons would know where it came from. If she had done it last night though, Martinez or anyone else who saw her go in would have killed her, still it was better than taking the risk of him surviving. She couldn't let him live, not now.

"Hey!" Lilly looked up when she heard a voice. Tyreese and… what's-her-name, were walking by the wall. They'd never been formally introduced, but she assumed the tall meaty guy was Tyreese. He didn't have a face she recognized but she'd heard the Governor's paranoia about a newbie named Tyreese. There was also a willowy young woman with him holding a rifle that looked bigger than her.

Tyreese ran over to Lilly. "Hey," he said winded. He was just about to speak when Lilly cut him off.

"Have they gone?" She said doing little to hid her dread.

He nodded. "Yeah, I thought every able body was with them."

"I overslept." She replied dryly. "What the hell are you doing here then?"

Tyreese seemed taken aback by her directness. "We… didn't feel right fighting people so we offered to stay behind to guard the children and elderly."

Lilly's brow knit. "He let you?"

"Why not?" Tyreese asked back becoming annoyed with being interrogated.

"Uh nothing. It makes sense, really it does. It's just… it's going to be a big fight." Lilly was trying her best to calm her panic but it wasn't working. "I should be there now, How long ago did they leave?"

"About an hour."

"It might already be over and done with by now." She said softly to herself. "There any vehicles left?"

"Whoa wait you're not planning on going after them." Tyreese said stepping in front of her.

"Listen I… this isn't how this was supposed to happen I should be there now!" Lilly didn't want to raise her voice but she was frustrated. Nothing about this as going according to plan.

"Well begging your pardon miss-"

"Lilly" She held out her hand giving him a shockingly firm handshake before her hands returned to her hips. "We haven't met officially have we?"

"No but I've seen you around you're like one of the Governor's commanders right? I'm Tyreese"

"Something like that. Nice to meet you."

"That's Sasha." He gestured with his shoulder to the scrawny girl standing near the wall watching them. Lilly nodded. Normally, she would have been assigned to shadow the two, but it appeared that it had slipped the Governor's mind.

"Listen Lilly I don't want to tell you what to do-"

"But you'll try." Lilly said with a with a faint smile.

"The Governor was pretty damn adamant that everyone who could fight should, we requested to stay behind. If he didn't tell you to go maybe he wanted to make sure you stayed here."

"_I'll bet." _Lilly looked off her heart pounding in her chest. Waiting until Daddy came home from the slaughter wasn't an appealing idea, and Tyreese had brought up an idea that hadn't crossed her mind. Maybe the Governor suspected what she was up to all along. Maybe when the prison was taken care of she'd be next. Lilly brought a hand to her head swaying a bit.

"Hey are you alright?" Tyreese said reaching a hand to catch Lilly if she fell.

"Yeah, I'm fine just… a bit overwhelmed." Lilly shook her head and thought for a minute. Going to the prison was a bad idea. Driving into a fire fight could get her killed by either side. She could run but really where to? She had already made peace with the fact that her time at Woodbury was done. She'd gather what she needed, wait for him to come back kill him the second an opportunity presented itself, then hightail it out of there before Martinez or any the others could find her. Part of her hoped they'd take her out too, before she had to see who the inevitable new Governor would be.

"What are you doing now?" Lilly asked.

"Just checking the walls right now." Tyreese said turning to where Sasha had been but she had moved on.

"Well two sets of eyes are good three would be better. I'll help you keep an eye on things until they return." Lilly said smiling up at Tyreese who gave a nod and smile back. "Just give me a moment there are a few things I need to take care of."

"No problem" he said before walking back to the wall.

Lilly went back inside the Governor's apartment and hid all of the weapons stashed inside, or at least put them in places he wouldn't think to look. She was just about to leave for the infirmary then the armory when she walked past a picture of the Governor, his wife, and Penny. She looked at it for a moment before removing the picture from the frame. She held it in her hands for a moment, looking at the pleasant scene. They family as it should have been. She blinked back a few tears before folding the picture and stuffing it in her pocket. She knew that out of all the supplies she'd need that most of all.

* * *

Nightfall came and not a single person returned. Lilly was starting to feel that awful knot in her stomach again.

"Saw a few biters near the east wall. Took care of 'em Sasha's holding down the fort with the others." Tyreese said as he walked up to the wall where Lilly sat eyes locked on the road. "still no sign of them?"

"Nothing." Lilly said evenly without looking at him.

Tyreese sighed and shifted uncomfortably. "You think something went wrong?"

"No… I mean yes I think something had defiantly gone wrong but… this is just… strange. If the battle was turning south someone would have deserted."

"What makes you say that?" Tyreese said almost offended at her lack of faith.

"They're civilians not soldiers," Lilly glanced down at Tyreese, sarcasm in her face but not her tone. "Hell so are you and Sasha that's why you stayed behind. Getting shot at watching people die, most normal people turn tail and run, but it been a long time and I haven't seen a single one."

"Maybe people aren't as chicken shit as you think." Tyreese said with a frown.

"Maybe," Lilly turned her eyes back to the road. "or maybe something a lot worse happened."

* * *

Lilly awoke groggily with a splitting pain at the back of her skull. "dammit not this shit again…" She groaned.

An old man with a snow white beard was sitting beside her taking her blood pressure. She looked directed above her head and saw she was in one of the cell bunk beds. Behind the man stood Michonne scowling deep glaring at her Lilly undaunted glared back.

"Had quite a tumble." Said the old man. "ya blood pressure's low when's the last time you ate?"

"Not that long ago." Lilly said softly. "Dr. Hershel Greene I presume. " Lilly said with a weak smile. "Andrea told me about you."

He and Michonne exchanged looks. He looked back at Lilly and pat her arm. "Just rest for a bit." He picked up his crutches and walked out. Michonne didn't move she just kept leering at Lilly.

Lilly stopped scowling wondering if Michonne had told the other about her. It didn't make much difference if she did. "my, my if only looks could kill ay Michonne?"

Michonne stood up from the wall she was leaning on and walked out.

Lilly was just about to hunt for her gun, but figured what was the use, she knew they took it.

* * *

"Then… he's still alive?" Lilly said closing her eyes to let Karen's word sink in. She had known Karen briefly when she was assigned to keep the Woodburians on a rifle training schedule. The woman wasn't a bad shot for a gossip girl wannbe. "Him, Martinez and Jones just took off."

"He'll come back here." She said coldly.

"What do we do?" Karen asked smally.

Lilly froze and rubbed her head thinking. "We can't stay here."

"Rick said… we should go to the prison. I said I'd have to talk to you." When Lilly was silent Karen continued. "Lilly you didn't see what he did… he just…" her eyes welled up. "the only reason I got away is because Frank was lying dead on me.

Karen began to sob. Lilly rolled her eyes and patted her on the shoulder.

"The prison huh?" Lilly said thinking it over.

"i-it would be s-safe." Karen said with a few sobs.

Lilly was getting annoyed. "Look suck it up. I can't understand a word you're saying."

Karen looked at her shocked. "You didn't see what he-"

"Yes I have. He mowed you all down like cattle because you didn't do what he said and he knew none of you had the balls to fire back."

Karen was stunned. Lilly had been like this before too, always barking orders in their ears. Chastising anyone who messed up or wasn't fast enough. It was like she had no feeling or compassion at all. The Governor had gently coaxed them along he even help Karen aim. _"remember bend the elbows" _He'd whispered in her ear making her blush as he held the gun with her. She shot the target and he said good job. It was like she had received approval from God, she could feel all of the envious and impressed looks from the others on the range. Though, in hindsight given the choice between the two of them, Karen begrudgingly preferred Lilly.

"None of that matters now" She said softly. "Woodbury takes more people than we have to run it, and the Governor knows every inch of it." Lilly felt sick and trapped but she mentally forced it away, then kicked over a table in rage. She was out of options and the only people she had to turn to were the people she'd spent the last few months trying to kill. Lilly couldn't help but laugh at the irony of it

* * *

Lilly lay on the bunk bed staring up at the top one in what she assumed would be her cell. She felt a pair of eyes staring at her.

She looked over and saw Glenn standing near the entrance. "small world. I'm surprised you came."

"I'm surprised they let me. You do know Michonne was with them right?" Lilly went back to staring at the top bunk.

"She hasn't mentioned you," Glenn paused. "but I did."

Lilly sat up and inspected him up and down. "So I'm the Nazi being tried for my war crimes hm? If you're waiting for apology you're shit out of luck."

"If you think an apology is enough you're sicker than him!" Glenn bit out.

Lilly turned her head angrily. She pulled a leg up on the bunk and asked what she desperately didn't want to know. "Did he…. The Governor did he…" Lilly felt like an ass because she couldn't even say it. She couldn't even say that she had giftwrapped a girl to be raped like a lamb for the slaughter.

Glenn glared at her coldly for a moment before looking away. "No… He just wanted her to know he could." Glenn's face contorted in rage. "You knew he would though, didn't you?"

Lilly's head shot up to look at him her eyes shining wet. "No" She said with a cold and solid tone. Her brow knit in pain and she looked down. "But I knew someone might if it were necessary."

"Necessary?! When the fuck would that ever be necessary?!" He screamed at her.

"When you didn't talk after you were beaten and nearly eaten by a walker that's when!" She barked back. She sighed. "You always break. It's not like in the movies. People assume that they break or they die." She looked him in the eyes. "That's not the way it works you always break. And the longer it takes, the more you lose, but you always break. They won't_ let_ you die until you do."

"You expect me to forgive you for that? You were just following orders." He bit out sarcastically.

"I wasn't just following orders." Her eyes were still locked with his. "If I had been running the show I'd have killed you both then me and a group would have come here and wiped the rest of you out. And if it took having someone raping and killing your girlfriend to do it I wouldn't hesitate for a second."

Glenn was stunned by her hardness, the sheer ice in her veins. He tried to think of something to say, something to call her, nothing even came close.

She looked her eyes both pained and hard. "You've come a long way kid, but you've still have a lot to learn about the way this world works. This place was a threat to our survival, and surviving is all you have. I wouldn't have enjoyed it the way he did, and the fact that it happened when it I knew it wasn't necessary is something I have to live with, knowing I should have stopped it. But if that's what it took, if that's what it takes Glenn," She stood up. "You can't hesitate, not if you want to live and sure as hell not if you want others to live." She walked past him before turning. "And as far as you're forgiveness goes you and it can go to hell." With that Lilly walked out of the cell.

* * *

Lilly stared out at the prison yard still full of walkers. She was up on the catwalk feeling the cool evening away from the smells of old blood new blood, rot and death that permeated this place. Lilly tilted her head down. "I just can't get a break tonight can I?"

Lilly looked over at Michonne who was standing at the far end looking at her calmly. "Andrea's dead."

Lilly looked down. "Yeah, figured as much." She glanced at Michonne. "You could have killed me back at Woodbury." Lilly said looking back out at the prison yard interlacing her fingers through the fence.

"So could you, well before that." Michonne shifted her rifle to her other shoulder and stood beside Lilly.

"I wanted to." Lilly said with a smirk. "If the trade had happened I'd have shot you in the head before the Governor even got close to you."

"That supposed to be your idea of mercy?" Michonne smirked back.

"Much as I could spare. You were a danger, but putting everyone's life at risk just for some psychotic mission of vengeance was not just petty it was stupid." Lilly sighed. "I'd have shot and killed you then been tortured or killed for being a traitor, but then Merle surprises us." She shook her head with a smile. "Killed eight men he fought beside for over a year, never could predict what the son of a bitch was going to do."

"But not you, I noticed." Michonne looked over studying Lilly.

"We both saw the Governor for what he was from the start." Lilly's face twisted as though she were going to cry. "I was planning on dying here today. Killing him then…" She smacked her hand against the fence. "How did everything get so fucked?"

"Why weren't you with them?"

Lilly laughed. "I overslept."

"Why were you planning on dying?" Michonne made a coy smile tilting her head down. "Don't tell me you were actually starting to feel guilt for all the shit you've done."

Lilly looked at Michonne unimpressed. "Hardly, I don't feel guilt for knowing how to survive." She went back to glaring at the prison yard wondering if she'd recognize any of the walkers in it. "Instead I end up here. My head is still spinning. I should have just stayed behind by myself waited for him then popped him off."

"Then why didn't you?" Michonne asked softly.

A long silence passed between the two women Lilly thought Michonne had walked away until she spoke. "Know what the last thing she said was? Andrea, the last thing she said was… she was happy I found them because no one can make it alone now."

"Alone is fine, thing of it is," She turned to Michonne her eyes shining wet touching a hand to her stomach. "I'm not alone."

Michonne looked at Lilly's hand then at Lilly who hit her head against the fence. "Is it his?"

Lilly nodded.

"Does he know?" Michonne was becoming on edge.

"Thank god no." Lilly said with a laugh tears now rolling down her cheeks. "If he did… there would be no place on earth I could run to. That's why I was planning on dying today and taking him with me. What could two people like us bring into this world? Not child who grows up in fear, worse one that can kill without feeling anything." Lilly scowled thoughtfully, as though her face wasn't soaking wet. "You'd never think it in a world like this. In a world full of monsters the hardest thing to do is staying a human being."

Michonne was silent. "We can protect you here."

Lilly laughed again. "_Can_ isn't the issue _why_ is."

"Because you're not alone." Michonne said leaning on the fence.

Lilly smiled at her. "I'm glad you survived. I had a feeling you would."

Michonne stood up and began walking back inside. She turned back to Lilly one last time. "Have you thought of a name?"

Lilly wiped her face and smiled. "Clementine."

"Then for Clementine's sake, not yours, you might want to hold off on whatever you were planning." Michonne paused. "The Governor will be coming, not for you, but for me." Michonne walked back inside.

It was true when the Governor went back and saw everyone gone. It was only a matter of time, and he'd still come for Michonne. _"and I'll be waiting"_

* * *

The Governor stood near his bed reading a piece of paper. "No sign of them." The Governor said looking up and staring ahead when he heard Martinez enter.

"No, no bodies either. The town is deserted it's like-"

"She just took everyone and left."

"Who?" Martinez asked.

"Lilly," he said glaring down at the note. "My lovely loyal Lilly." On the front of the paper was written _"Trust me"_ on the back in Lilly's handwriting was one word _"no"_

The Governor tore the paper to pieces and threw it in the trash.

* * *

**Ohhhhh so that's why Lilly was being so nice to the Governor and by nice I mean not stabbing him in the neck. XD I know some of you will like this and some will hate it, but if this seems really open ended that's because it is. I'm planning a sequel I just don't know when and I hate writing unfinished fics. Special thanks to Brazen, Justagirl, Celia, and Opuria, for the great reviews! and thanks also to everyone who has followed or favorited this fic. This has been a blast and a half gang thanks for reading :)**


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